N-CSR 1 dncsr.htm FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST CLASS 4 Franklin Templeton Variable Insurance Products Trust Class 4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

 

Investment Company Act file number

   811-05583

 

 

 

 

 

 

 

Franklin Templeton Variable Insurance Products Trust

(Exact name of registrant as specified in charter)

 

One Franklin Parkway, San Mateo, CA   94403-1906
(Address of principal executive offices)   (Zip code)

 

 

Craig S. Tyle, One Franklin Parkway, San Mateo, CA 94403-1906

(Name and address of agent for service)

 

Registrant’s telephone number, including area code: (650) 312-2000

 

Date of fiscal year end: 12/31

 

Date of reporting period: 12/31/08


Item 1. Reports to Stockholders.


LOGO

DECEMBER 31, 2008

 

FRANKLIN TEMPLETON
VARIABLE INSURANCE PRODUCTS TRUST

ANNUAL REPORT

LOGO


FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST ANNUAL REPORT

TABLE OF CONTENTS

 

Important Notes to Performance Information

   i

Fund Summaries

  

Franklin Flex Cap Growth Securities Fund

   FFC-1

Franklin Global Communications Securities Fund

   FGC-1

*Prospectus Supplement

   FGC-7

Franklin Global Real Estate Securities Fund

   FGR-1

Franklin Growth and Income Securities Fund

   FGI-1

Franklin High Income Securities Fund

   FH-1

Franklin Income Securities Fund

   FI-1

Franklin Large Cap Growth Securities Fund

   FLG-1

Franklin Large Cap Value Securities Fund

   FLV-1

Franklin Rising Dividends Securities Fund

   FRD-1

Franklin Small Cap Value Securities Fund

   FSV-1

Franklin Small-Mid Cap Growth Securities Fund

   FSC-1

Franklin Strategic Income Securities Fund

   FSI-1

Franklin Templeton VIP Founding Funds Allocation Fund

   FFA-1

*Prospectus Supplement

   FFA-7

Franklin U.S. Government Fund

   FUS-1

Mutual Discovery Securities Fund

   MD-1

Mutual Shares Securities Fund

   MS-1

Templeton Developing Markets Securities Fund

   TD-1

Templeton Foreign Securities Fund

   TF-1

Templeton Global Asset Allocation Fund

   TGA-1

Templeton Global Income Securities Fund

   TGI-1

*Prospectus Supplement

   TGI-8

Templeton Growth Securities Fund

   TG-1

Index Descriptions

   I-1

Board Members and Officers

   BOD-1

Shareholder Information

   SI-1

 

*Not part of the annual report

NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE

MASTER CLASS – 4


IMPORTANT NOTES TO PERFORMANCE INFORMATION

 

Performance data is historical and cannot predict or guarantee future results. Principal value and investment return will fluctuate with market conditions, and you may have a gain or loss when you withdraw your money. Inception dates of the funds may have preceded the effective dates of the subaccounts, contracts, or their availability in all states.

 

When reviewing the index comparisons, please keep in mind that indexes have a number of inherent performance differentials over the funds. First, unlike the funds, which must hold a minimum amount of cash to maintain liquidity, indexes do not have a cash component. Second, the funds are actively managed and, thus, are subject to management fees to cover salaries of securities analysts or portfolio managers in addition to other expenses. Indexes are unmanaged and do not include any commissions or other expenses typically associated with investing in securities. Third, indexes often contain a different mix of securities than the fund to which they are compared. Additionally, please remember that indexes are simply a measure of performance and cannot be invested in directly.

i


FRANKLIN FLEX CAP GROWTH SECURITIES FUND

 

This annual report for Franklin Flex Cap Growth Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    3-Year    Since
Inception
(3/1/05)

Average Annual Total Return

   -35.32%    -8.03%    -4.91%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 2 performance which includes a 12b-1 fee expense of 0.25% per year. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -26.68%. The investment manager and administrator have contractually agreed to waive or limit their respective fees and to assume as their own expense certain expenses otherwise payable by the Fund, excluding acquired fund fees and expenses, so that net annual Fund operating expenses do not exceed 1.03% (other than certain non-routine expenses or costs, including those relating to litigation, indemnification, reorganizations and liquidations) until 4/30/09. If the manager and administrator had not waived fees, the Fund’s total returns would have been lower.

 

Total Return Index Comparison for a Hypothetical $10,000 Investment (3/1/05–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Russell 3000® Growth Index. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Franklin Flex Cap Growth Securities Fund – Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

FFC-1


 

Fund Goal and Main Investments: Franklin Flex Cap Growth Securities Fund seeks capital appreciation. The Fund normally invests predominantly in equity securities of companies across the entire market capitalization spectrum that the manager believes have the potential for capital appreciation.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund performed better than its benchmark, the Russell 3000 Growth Index, which had a -38.44% total return for the same period.1

 

Economic and Market Overview

 

In 2008, economic conditions deteriorated. The Conference Board’s Consumer Confidence Index fell to an all-time low since it began in 1967 as the U.S. economy faltered and stock markets declined. The government’s abrupt conservatorship of Fannie Mae and Freddie Mac and the failure of several blue-chip banks and financial institutions roiled equity markets. Despite government interventions and massive emergency funding, the nation’s economic troubles were exacerbated as manufacturing activity weakened at its fastest pace in nearly 30 years and as home prices continued to fall. Jobless claims mounted and the unemployment rate rose to 7.2% by period-end.2 Economic growth, as measured by gross domestic product (GDP), rebounded from a 0.9% annualized rate in the first quarter of 2008 to a 2.8% annualized pace in the second quarter, largely due to strong exports and government spending. However, in the third and fourth quarters of 2008, GDP fell at annualized rates of 0.5% and an estimated 3.8%, reflecting a broad-based contraction in consumer spending, falling corporate profits and slowing export growth.

 

Oil prices soared to a record high in July, rising above $145 per barrel, before dramatically retreating to $45 by period-end. Many other commodities such as agricultural products and precious and base metals followed similar trends. Partially as a result of the steep price corrections, inflation declined significantly late in the review period, and December’s inflation rate was an annualized 0.1%.2 Core inflation, which excludes food and energy costs, rose at a 1.8% annual rate; this level was within the Federal Reserve Board’s (Fed’s) informal target range of 1.5%–2.0%.2

 

1. Source: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

2. Source: Bureau of Labor Statistics.

 

Fund Risks: The Fund’s investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. Smaller and midsize company securities can increase the risk of greater price fluctuations, particularly over the short term. Smaller, newer or unseasoned companies can also be particularly sensitive to changing economic conditions, and their prospects for growth are less certain than those of larger, more established companies. The Fund may have significant investments in particular sectors such as technology, which can be highly volatile. The Fund’s prospectus also includes a description of the main investment risks.

 

FFC-2


A slowing economy and decelerating inflation prompted policymakers to further lower interest rates and enact stimulus plans. During the year under review, the Fed lowered the federal funds target rate to a range of 0% to 0.25% from 4.25% at the start of the reporting period. The Fed and U.S. Treasury Department also introduced new programs such as the Primary Dealer Credit Facility (PDCF) and the Troubled Asset Relief Program (TARP), which were intended to enhance market liquidity.

 

Volatility remained high throughout the reporting period but intensified in the latter half of the year as stocks fluctuated wildly and Treasury prices soared. The year was among the worst in history for U.S. stock market performance. For the 12 months under review, the blue chip stocks of the Dow Jones Industrial Average had a total return of -31.93%, the broader Standard & Poor’s 500 Index (S&P 500) a -37.00% total return, and the technology-heavy NASDAQ Composite Index a -40.03% total return.3 All sectors lost value, and the financials, materials and information technology sectors had the largest declines.

 

Investment Strategy

 

We are research-driven, fundamental investors pursuing a growth strategy. As bottom-up investors we focus primarily on finding individual securities that meet our criteria for growth potential, quality and valuation. We search for high-quality companies that have identifiable drivers of future earnings growth. We rely on our team of analysts to help provide in-depth industry expertise and use both qualitative and quantitative analysis to evaluate companies. Our analysts identify each company’s market opportunity, competitive position, management and financial strength, business and financial risks, and valuation. We choose to invest in those companies that, in our opinion, offer the best trade-off between growth opportunity, business and financial risk, and valuation.

 

In choosing individual equity investments, we consider sectors that we believe have growth potential and fast growing, innovative companies within those sectors. In evaluating sector weightings in the Fund’s investment portfolio, we consider, but may deviate from, the relative weightings of sectors in the Russell 3000 Growth Index.

 

3. Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

LOGO

 

FFC-3


Manager’s Discussion

 

From a sector perspective, the consumer staples, consumer discretionary and telecommunication services sectors detracted from the Fund’s performance relative to the Russell 3000 Growth Index.4 Stock selection and an underweighted position in the consumer staples sector, particularly in the food and staples retailing industry, hurt Fund returns. In the consumer discretionary sector, stock selection and an underweighted allocation also hindered Fund performance, as navigation products manufacturer Garmin and specialty retailer Dick’s Sporting Goods declined in value. We sold our positions in Garmin and Dick’s Sporting Goods by period-end. In the telecommunication services sector, our overweighted allocation and stock selection hurt relative Fund results. Other significant detractors included oil and gas drilling equipment maker Smith International in the energy sector, computer graphics chips manufacturer NVIDIA (sold by period-end) in the information technology sector, and solar power equipment maker SunPower in the industrials sector.5

 

On the positive side, investments in the information technology, materials and financials sectors contributed to Fund performance relative to the benchmark, mainly due to stock selection.6 Information technology holdings Visa, the world’s largest consumer payment system operator, and FLIR Systems, a specialized imaging systems manufacturer, were significant contributors to relative Fund results. Our underweighted allocation to the materials sector helped relative results, as did the Fund’s position in commercial bank Wells Fargo (not an index component) in the financials sector. Additional key contributors included freight and logistics company C.H. Robinson Worldwide in the industrials sector and biotechnology companies Gilead Sciences, Genentech and Celgene in the health care sector.7

 

4. The consumer staples sector comprises food and staples retailing; food, beverage and tobacco; and household and personal products in the SOI. The consumer discretionary sector comprises automobiles and components, consumer services, media, and retailing in the SOI.

5. The information technology sector comprises semiconductors and semiconductor equipment, software and services, and technology hardware and equipment in the SOI. The industrials sector comprises capital goods, commercial and professional services, and transportation in the SOI.

6. The financials sector comprises banks, diversified financials and insurance in the SOI.

7. The health care sector comprises health care equipment and services; and pharmaceuticals, biotechnology and life sciences in the SOI.

 

Top 10 Holdings

Franklin Flex Cap Growth Securities Fund 12/31/08

 

Company
Sector/Industry
   % of Total
Net Assets
Gilead Sciences Inc.    3.3%
Pharmaceuticals, Biotechnology & Life Sciences   
FLIR Systems Inc.    2.9%
Technology Hardware & Equipment   
QUALCOMM Inc.    2.7%
Technology Hardware & Equipment   
Cisco Systems Inc.    2.3%
Technology Hardware & Equipment   
Genentech Inc.    2.2%
Pharmaceuticals, Biotechnology & Life Sciences   
American Tower Corp., A    2.1%
Telecommunication Services   
Praxair Inc.    2.1%
Materials   
Oracle Corp.    1.9%
Software & Services   
Apple Inc.    1.9%
Technology Hardware & Equipment   
The Procter & Gamble Co.    1.9%
Household & Personal Products   

 

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).

 

FFC-4


Thank you for your participation in Franklin Flex Cap Growth Securities Fund. We look forward to serving your future investment needs.

 

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

FFC-5


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown below would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Franklin Flex Cap Growth Securities Fund – Class 4

 

FFC-6


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4    Beginning
Account
Value 7/1/08
   Ending
Account
Value 12/31/08
   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 704.70    $ 4.41

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,019.96    $ 5.23

 

*Expenses are calculated using the most recent six-month annualized expense ratio, net of expense waiver, for the Fund’s Class 4 shares (1.03%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

FFC-7


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Franklin Flex Cap Growth Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005a  
        

Per share operating performance

        

(for a share outstanding throughout the year)

        

Net asset value, beginning of year

   $ 12.72     $ 11.14     $ 10.59     $ 10.00  
        

Income from investment operationsb:

        

Net investment incomec

     d     0.04       0.02       0.03  

Net realized and unrealized gains (losses)

     (4.49 )     1.55       0.53       0.57  
        

Total from investment operations

     (4.49 )     1.59       0.55       0.60  
        

Less distributions from net investment income

     (0.01 )     (0.01 )     d     (0.01 )
        

Net asset value, end of year

   $ 8.22     $ 12.72     $ 11.14     $ 10.59  
        

Total returne

     (35.31)%       14.32%       5.20%       5.99%  

Ratios to average net assetsf

        

Expenses before waiver and payments by affiliates

     1.21%       1.25%       1.32%       1.45%  

Expenses net of waiver and payments by affiliates

     0.93%       0.93% g     0.93% g     0.93% g

Net investment income

     0.04%       0.31%       0.19%       0.30%  

Supplemental data

        

Net assets, end of year (000’s)

   $ 195,425     $ 206,218     $ 60,520     $ 26,935  

Portfolio turnover rate

     32.76%       30.15%       67.01%       36.58%  

 

 

aFor the period March 1, 2005 (commencement of operations) to December 31, 2005.

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.

dAmount rounds to less than $0.01 per share.

eTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

 

The accompanying notes are an integral part of these financial statements.

 

FFC-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Flex Cap Growth Securities Fund

 

Class 4    Period Ended
December 31,
2008
a
 

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 11.22  
        

Income from investment operationsb:

  

Net investment income (loss)c

     d

Net realized and unrealized gains (losses)

     (2.98 )
        

Total from investment operations

     (2.98 )
        

Less distributions from net investment income

     (0.03 )
        

Net asset value, end of period

   $ 8.21  
        

Total returne

     (26.68)%  

Ratios to average net assetsf

  

Expenses before waiver and payments by affiliates

     1.31%  

Expenses net of waiver and payments by affiliates

     1.03%  

Net investment income (loss)

     (0.06)%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 50,268  

Portfolio turnover rate

     32.76%  

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dAmount rounds to less than $0.01 per share.

eTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total return is not annualized for periods less than one year.

fRatios are annualized for periods less than one year.

 

The accompanying notes are an integral part of these financial statements.

 

FFC-9


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Franklin Flex Cap Growth Securities Fund      Shares      Value

Common Stocks 92.0%

         

Automobiles & Components 0.4%

         

Johnson Controls Inc.

     60,000      $ 1,089,600
             

Banks 1.0%

         

Wells Fargo & Co.

     85,000            2,505,800
             

Capital Goods 5.5%

         

AMETEK Inc.

     70,000        2,114,700

Danaher Corp.

     75,000        4,245,750

Precision Castparts Corp.

     70,000        4,163,600

aSunPower Corp., A

     45,000        1,665,000

United Technologies Corp.

     25,000        1,340,000
             
            13,529,050
             

Commercial & Professional Services 1.7%

         

aStericycle Inc.

     80,000        4,166,400
             

Consumer Services 0.7%

         

aITT Educational Services Inc.

     17,700        1,681,146
             

Diversified Financials 2.4%

         

BlackRock Inc.

     22,000        2,951,300

T. Rowe Price Group Inc.

     85,000        3,012,400
             
            5,963,700
             

Energy 4.5%

         

Devon Energy Corp.

     55,000        3,614,050

aPetrohawk Energy Corp.

     165,000        2,578,950

Schlumberger Ltd.

     40,000        1,693,200

Smith International Inc.

     80,000        1,831,200

XTO Energy Inc.

     40,000        1,410,800
             
            11,128,200
             

Food & Staples Retailing 1.8%

         

CVS Caremark Corp.

     155,000        4,454,700
             

Food, Beverage & Tobacco 2.8%

         

aHansen Natural Corp.

     75,000        2,514,750

PepsiCo Inc.

     80,000        4,381,600
             
            6,896,350
             

Health Care Equipment & Services 6.7%

         

Baxter International Inc.

     50,000        2,679,500

C. R. Bard Inc.

     45,000        3,791,700

aDaVita Inc.

     25,000        1,239,250

aExpress Scripts Inc.

     55,000        3,023,900

Stryker Corp.

     50,000        1,997,500

aVarian Medical Systems Inc.

     30,000        1,051,200

aVCA Antech Inc.

     130,000        2,584,400
             
            16,367,450
             

Household & Personal Products 3.3%

         

Clorox Co.

     60,000        3,333,600

The Procter & Gamble Co.

     75,000        4,636,500
             
            7,970,100
             

 

FFC-10


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Flex Cap Growth Securities Fund      Shares      Value

Common Stocks (continued)

         

Insurance 2.0%

         

AFLAC Inc.

     70,000      $ 3,208,800

Assurant Inc.

     60,000        1,800,000
             
                5,008,800
             

Materials 3.6%

         

Ecolab Inc.

     110,000        3,866,500

Praxair Inc.

     85,000        5,045,600
             
            8,912,100
             

Media 0.9%

         

aThe DIRECTV Group Inc.

     60,000        1,374,600

The Walt Disney Co.

     40,000        907,600
             
            2,282,200
             

Pharmaceuticals, Biotechnology & Life Sciences 13.3%

         

Abbott Laboratories

     35,000        1,867,950

aCelgene Corp.

     80,000        4,422,400

aCovance Inc.

     60,000        2,761,800

aGenentech Inc.

     65,000        5,389,150

aGilead Sciences Inc.

     160,000        8,182,400

Johnson & Johnson

     75,000        4,487,250

Schering-Plough Corp.

     200,000        3,406,000

aWaters Corp.

     60,000        2,199,000
             
            32,715,950
             

Retailing 2.1%

         

aAmazon.com Inc.

     25,000        1,282,000

PetSmart Inc.

     125,000        2,306,250

Target Corp.

     45,000        1,553,850
             
            5,142,100
             

Semiconductors & Semiconductor Equipment 2.5%

         

aLam Research Corp.

     35,000        744,800

Microchip Technology Inc.

     160,000        3,124,800

aMicrosemi Corp.

     175,000        2,212,000
             
            6,081,600
             

Software & Services 16.5%

         

Accenture Ltd., A

     100,000        3,279,000

aActivision Blizzard Inc.

     375,000        3,240,000

aAdobe Systems Inc.

     110,000        2,341,900

aAlliance Data Systems Corp.

     50,000        2,326,500

aAutodesk Inc.

     65,000        1,277,250

aConcur Technologies Inc.

     45,000        1,476,900

FactSet Research Systems Inc.

     85,000        3,760,400

aGoogle Inc., A

     13,000        3,999,450

MasterCard Inc., A

     28,000        4,002,040

aNuance Communications Inc.

     180,000        1,864,800

aOracle Corp.

     265,000        4,698,450

Paychex Inc.

     110,000        2,890,800

aSalesforce.com Inc.

     50,000        1,600,500

Visa Inc., A

     70,000        3,671,500
             
            40,429,490
             

 

FFC-11


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Flex Cap Growth Securities Fund      Shares      Value

Common Stocks (continued)

         

Technology Hardware & Equipment 13.3%

         

aApple Inc.

     55,000      $ 4,694,250

aCisco Systems Inc.

     350,000        5,705,000

aFLIR Systems Inc.

     235,000        7,209,800

Hewlett-Packard Co.

     120,000        4,354,800

QUALCOMM Inc.

     185,000        6,628,550

aResearch In Motion Ltd. (Canada)

     38,000        1,542,040

aTrimble Navigation Ltd.

     120,000        2,593,200
             
            32,727,640
             

Telecommunication Services 3.0%

         

aAmerican Tower Corp., A

     175,000        5,131,000

aNII Holdings Inc.

     120,000        2,181,600
             
            7,312,600
             

Transportation 4.0%

         

C.H. Robinson Worldwide Inc.

     75,000        4,127,250

Canadian National Railway Co. (Canada)

     35,000        1,286,600

Expeditors International of Washington Inc.

     130,000        4,325,100
             
            9,738,950
             

Total Common Stocks (Cost $296,168,115)

            226,103,926
             

Short Term Investments (Cost $11,750,017) 4.8%

         

Money Market Funds 4.8%

         

bFranklin Institutional Fiduciary Trust Money Market Portfolio, 0.55%

     11,750,017        11,750,017
             

Total Investments (Cost $307,918,132) 96.8%

            237,853,943

Other Assets, less Liabilities 3.2%

            7,838,605
             

Net Assets 100.0%

          $ 245,692,548
             

 

aNon-income producing for the twelve months ended December 31, 2008.

bSee Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end.

 

The accompanying notes are an integral part of these financial statements.

 

FFC-12


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Franklin Flex
Cap Growth
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 296,168,115  

Cost - Sweep Money Fund (Note 7)

     11,750,017  
        

Total cost of investments

   $ 307,918,132  
        

Value - Unaffiliated issuers

   $ 226,103,926  

Value - Sweep Money Fund (Note 7)

     11,750,017  
        

Total value of investments

     237,853,943  

Cash

     5,609  

Receivables:

  

Investment securities sold

     848,205  

Capital shares sold

     8,301,601  

Dividends

     175,320  
        

Total assets

     247,184,678  
        

Liabilities:

  

Payables:

  

Investment securities purchased

     1,133,766  

Capital shares redeemed

     108,315  

Affiliates

     189,467  

Accrued expenses and other liabilities

     60,582  
        

Total liabilities

     1,492,130  
        

Net assets, at value

   $ 245,692,548  
        

Net assets consist of:

  

Paid-in capital

   $ 338,104,597  

Undistributed net investment income

     157,304  

Net unrealized appreciation (depreciation)

     (70,064,189 )

Accumulated net realized gain (loss)

     (22,505,164 )
        

Net assets, at value

   $ 245,692,548  
        

Class 2:

  

Net assets, at value

   $ 195,424,719  
        

Shares outstanding

     23,774,854  
        

Net asset value and maximum offering price per share

   $ 8.22  
        

Class 4:

  

Net assets, at value

   $ 50,267,829  
        

Shares outstanding

     6,126,153  
        

Net asset value and maximum offering price per share

   $ 8.21  
        

 

The accompanying notes are an integral part of these financial statements.

 

FFC-13


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Franklin Flex
Cap Growth
Securities Fund
 

Investment income:

  

Dividends:

  

Unaffiliated issuers

   $ 1,833,906  

Sweep Money Fund

     537,602  
        

Total investment income

     2,371,508  
        

Expenses:

  

Management fees (Note 3a)

     1,591,383  

Administrative fees (Note 3b)

     608,573  

Distribution fees: (Note 3c)

  

Class 2

     572,681  

Class 4

     50,601  

Unaffiliated transfer agent fees

     647  

Custodian fees (Note 4)

     4,808  

Reports to shareholders

     96,041  

Professional fees

     25,675  

Trustees’ fees and expenses

     1,100  

Other

     19,400  
        

Total expenses

     2,970,909  

Expenses waived/paid by affiliates (Note 3e)

     (692,309 )
        

Net expenses

     2,278,600  
        

Net investment income (loss)

     92,908  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments

     (18,506,762 )

Foreign currency transactions

     5,976  
        

Net realized gain (loss)

     (18,500,786 )
        

Net change in unrealized appreciation (depreciation) on investments

     (88,696,995 )
        

Net realized and unrealized gain (loss)

     (107,197,781 )
        

Net increase (decrease) in net assets resulting from operations

   $ (107,104,873 )
        

 

The accompanying notes are an integral part of these financial statements.

 

FFC-14


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Franklin Flex Cap Growth
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 92,908     $ 339,189  

Net realized gain (loss) from investments and foreign currency transactions

     (18,500,786 )     (1,127,901 )

Net change in unrealized appreciation (depreciation) on investments

     (88,696,995 )     12,094,272  
        

Net increase (decrease) in net assets resulting from operations

     (107,104,873 )     11,305,560  
        

Distributions to shareholders from net investment income:

    

Class 2

     (267,065 )     (91,403 )

Class 4

     (12,871 )      
        

Total distributions to shareholders

     (279,936 )     (91,403 )
        

Capital share transactions: (Note 2)

    

Class 2

     86,938,359       134,483,496  

Class 4

     59,920,873        
        

Total capital share transactions

     146,859,232       134,483,496  
        

Net increase (decrease) in net assets

     39,474,423       145,697,653  

Net assets:

    

Beginning of year

     206,218,125       60,520,472  
        

End of year

   $ 245,692,548     $ 206,218,125  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 157,304     $ 338,012  
        

 

The accompanying notes are an integral part of these financial statements.

 

FFC-15


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Franklin Flex Cap Growth Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Franklin Flex Cap Growth Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. At December 31, 2008, 73.50% of the Fund’s shares were held through one insurance company. The Fund offers two classes of shares: Class 2 and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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. Investments in open-end mutual funds are valued at the closing net asset value.

 

Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security 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. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Foreign Currency Translation

 

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust’s Board of Trustees.

 

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

 

FFC-16


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Flex Cap Growth Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

b. Foreign Currency Translation (continued)

 

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. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

d. Security Transactions, Investment Income, Expenses and Distributions

 

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Estimated expenses are accrued daily. Dividend income is recorded on 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.

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

e. Accounting Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

 

f. Guarantees and Indemnifications

 

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

 

FFC-17


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Flex Cap Growth Securities Fund

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 2 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   10,156,274     $ 112,355,182     12,029,620     $ 149,608,109  

Shares issued in reinvestment of distributions

   21,855       267,065     7,468       91,403  

Shares redeemed

   (2,615,387 )     (25,683,888 )   (1,256,096 )     (15,216,016 )
        

Net increase (decrease)

   7,562,742     $ 86,938,359     10,780,992     $ 134,483,496  
        
Class 4 Shares:                         

Shares sold

   6,161,771     $ 60,220,795      

Shares issued on reinvestment of distributions

   1,054       12,860      

Shares redeemed

   (36,672 )     (312,782 )    
                    

Net increase (decrease)

   6,126,153     $ 59,920,873      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Advisers, Inc. (Advisers)

   Investment manager

Franklin Templeton Services, LLC (FT Services)

   Administrative manager

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 Advisers based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets
0.750%   

Up to and including $100 million

0.650%   

Over $100 million, up to and including $250 million

0.600%   

Over $250 million, up to and including $10 billion

0.550%   

Over $10 billion, up to and including $12.5 billion

0.525%   

Over $12.5 billion, up to and including $15 billion

0.500%   

In excess of $15 million

 

b. Administrative Fees

 

The Fund pays an administrative fee to FT Services of 0.25% per year of the average daily net assets of the Fund.

 

c. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.35% per year of its average daily net assets of each class. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 2.

 

FFC-18


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Flex Cap Growth Securities Fund

 

3. TRANSACTIONS WITH AFFILIATES (continued)

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

e. Waiver and Expense Reimbursements

 

FT Services and Advisers have agreed in advance to waive all or a portion of their respective fees and to assume payment of other expenses through April 30, 2009. Total expenses waived or paid are not subject to reimbursement by the Fund subsequent to the Fund’s fiscal year end. After April 30, 2009, FT services and Advisers may discontinue this waiver at any time upon notice to the Fund’s Board of Trustees.

 

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 year ended December 31, 2008, there were no credits earned.

 

5. INCOME TAXES

 

For tax purposes, capital losses may be carried over to offset future capital gains, if any. At December 31, 2008, the capital loss carryforwards were as follows:

 

Capital loss carryforwards expiring in:

  

2013

   $ 233,183

2014

     2,517,251

2015

     777,263

2016

     15,492,450
      
   $ 19,020,147
      

 

For tax purposes, realized capital losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses of $3,022,513.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from ordinary income

   $ 279,936    $ 91,403

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation) and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 308,380,636  
        

Unrealized appreciation

   $ 3,936,465  

Unrealized depreciation

     (74,463,158 )
        

Net unrealized appreciation (depreciation)

   $ (70,526,693 )
        

Distributable earnings – undistributed ordinary income

   $ 157,304  
        

 

Net investment income differs for financial statement and tax purposes primarily due to differing treatment of foreign currency transactions.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales and foreign currency transactions.

 

FFC-19


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Flex Cap Growth Securities Fund

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $218,557,755 and $73,166,814, respectively.

 

7. INVESTMENTS IN FRANKLIN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO

 

The Fund may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Advisers. Management fees paid by the Fund are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund.

 

8. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

At December 31, 2008, all of the Fund’s investments in securities carried at fair value were in Level 1 inputs.

 

9. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

10. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with certain other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

FFC-20


Franklin Templeton Variable Insurance Products Trust

 

Franklin Flex Cap Growth Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Flex Cap Growth Securities Fund (one of the funds constituting Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

FFC-21


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Franklin Flex Cap Growth Securities Fund

 

Under Section 854(b)(2) of the Internal Revenue Code, the Fund designates 100% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended December 31, 2008.

 

FFC-22


FRANKLIN GLOBAL COMMUNICATIONS SECURITIES FUND

 

This annual report for Franklin Global Communications Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   -46.04%    +2.22%    -3.60%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -35.96%.

 

Total Return Index Comparison for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Standard & Poor’s 500 Index (S&P 500). One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Franklin Global Communications Securities Fund – Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

FGC-1


 

Fund Goals and Main Investments: Franklin Global Communications Securities Fund seeks capital appreciation and current income. The Fund normally invests at least 80% of its net assets in investments of communications companies anywhere in the world and normally invests primarily to predominantly in equity securities.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund underperformed its broad benchmark, the S&P 500, which had a -37.00% total return for the period under review.1, 2

 

Economic and Market Overview

 

In 2008, economic conditions deteriorated. The Conference Board’s Consumer Confidence Index fell to an all-time low since it began in 1967 as the U.S. economy faltered and stock markets declined. The government’s abrupt conservatorship of Fannie Mae and Freddie Mac and the failure of several blue-chip banks and financial institutions roiled equity markets. Despite government interventions and massive emergency funding, the nation’s economic troubles were exacerbated as manufacturing activity weakened at its fastest pace in nearly 30 years and as home prices continued to fall. Jobless claims mounted and the unemployment rate rose to 7.2% by period-end.3 Economic growth, as measured by gross domestic product (GDP) rebounded from a 0.9% annualized rate in the first quarter of 2008 to a 2.8% annualized pace in the second quarter, largely due to strong exports and government spending. However, in the third and fourth quarters of 2008, GDP fell at annualized rates of 0.5% and an estimated 3.8%, reflecting a broad-based contraction in consumer spending, falling corporate profits and slowing export growth.

 

Oil prices soared to a record high in July, rising above $145 per barrel, before dramatically retreating to $45 by period-end. Many other commodities such as agricultural products and precious and base metals followed similar trends. Partially as a result of the steep price corrections, inflation declined significantly late in the review period, and December’s inflation rate was an annualized 0.1%.3 Core inflation, which excludes

 

1. Sources: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

2. In past reports, we have included comparative performance information for the Bloomberg World Communications Index as a narrow benchmark; however, during the period under review, complete information for that index was not available as of the report’s print deadline.

3. Source: Bureau of Labor Statistics.

 

Fund Risks: The Fund’s investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. By investing predominantly in communications companies, the Fund carries much greater risk of adverse developments affecting the communications sector, and among those companies, than a fund that invests more broadly. Foreign investing, especially in emerging markets, involves additional risks, including currency fluctuations, economic instability, market volatility, and political and social instability. Smaller and midsize companies have historically been more volatile in price than larger company securities, especially over the short term. High portfolio turnover may involve additional expenses to the Fund. The Fund’s prospectus also includes a description of the main investment risks.

 

FGC-2


food and energy costs, rose at a 1.8% annual rate; this level was within the Federal Reserve Board’s (Fed’s) informal target range of 1.5%–2.0%.3

 

A slowing economy and decelerating inflation prompted policymakers to further lower interest rates and enact stimulus plans. During the year under review, the Fed lowered the federal funds target rate to a range of 0% to 0.25% from 4.25% at the start of the reporting period. The Fed and U.S. Treasury Department also introduced new programs such as the Primary Dealer Credit Facility (PDCF) and the Troubled Asset Relief Program (TARP), which were intended to enhance market liquidity.

 

Volatility remained high throughout the reporting period but intensified in the latter half of the year as stocks fluctuated wildly and Treasury prices soared. The year was among the worst in history for U.S. stock market performance. For the 12 months under review, the blue chip stocks of the Dow Jones Industrial Average had a total return of -31.93%, the broader S&P 500 a -37.00% total return, and the technology-heavy NASDAQ Composite Index a -40.03% total return.4 All sectors lost value, and the financials, materials and information technology sectors had the largest declines.

 

Investment Strategy

 

We are research-driven, fundamental investors. As bottom-up investors focusing primarily on individual securities, we seek companies that have identifiable drivers of future earnings growth and that present, in our opinion, the best trade-off between potential earnings growth, business and financial risk, and valuation. We rely on a team of analysts to help provide in-depth industry expertise within the communications industry and use both qualitative and quantitative analysis to evaluate companies for distinct, sustainable and competitive advantages likely to lead to growth in earnings and/or share price. Competitive advantages such as a particular marketing niche, proven technology, sound financial profits and records, or strong management are all factors we believe may contribute to growth in earnings or share price.

 

Manager’s Discussion

 

During this challenging year under review, the communications sector felt the negative effects of the global economic downturn and concerns that business and consumer spending might decline. Revenue growth for NII Holdings, which provides mobile communications services to Latin American markets, suffered in the fourth quarter due to significant depreciation of Latin American currencies. Norwegian

 

4. Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

LOGO

 

FGC-3


diversified services provider Telenor experienced reduced revenue growth largely resulting from the global economic slowdown and strong competition in Asia. The Fund’s investment in U.S.-based wireless tower operator SBA Communications also declined due to weakened demand for wireless services.

 

In contrast, a few Fund holdings aided results. Shares of Centennial Communications, a U.S.-based wireless service provider, rose after the company announced it would be acquired by AT&T. BCE, Canada’s largest communications company, also had a share price increase after it reinstated dividends following the failure of its privatization plan. The Fund’s performance also benefited from its investment in F5 Networks. This U.S.-based manufacturer of computer network traffic routers received a significant boost in profits after demand for its new entry-level products outgrew supply and created a significant year-end backlog.

 

Thank you for your participation in Franklin Global Communications Securities Fund.

 

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

Top 10 Holdings

Franklin Global Communications Securities Fund 12/31/08

 

Company
Sector/Industry
   % of Total
Net Assets
American Tower Corp., A    5.0%
Wireless Telecommunication Services, U.S.   
QUALCOMM Inc.    4.8%
Communications Equipment, U.S.   
Rogers Communications Inc., B    4.7%
Wireless Telecommunication Services, Canada   
MetroPCS Communications Inc.    4.5%
Wireless Telecommunication Services, U.S.   
NII Holdings Inc.    4.3%
Wireless Telecommunication Services, U.S.   
Centennial Communications Corp., A    4.0%
Wireless Telecommunication Services, U.S.   
Nokia Corp., ADR    4.0%
Communications Equipment, Finland   
AT&T Inc.    3.8%
Diversified Telecommunication Services, U.S.   
SBA Communications Corp.    3.5%
Wireless Telecommunication Services, U.S.   
Apple Inc.    3.3%
Computers & Peripherals, U.S.   

 

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments.

 

FGC-4


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Franklin Global Communications Securities Fund – Class 4

 

FGC-5


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

   Ending
Account
Value 12/31/08
   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 615.00    $ 4.06

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,020.11    $ 5.08

 

*Expenses are calculated using the most recent six-month annualized expense ratio for the Fund’s Class 4 shares (1.00%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

FGC-6


 

SUPPLEMENT DATED OCTOBER 15, 2008

TO THE PROSPECTUS DATED MAY 1, 2008

OF

FRANKLIN GLOBAL COMMUNICATIONS SECURITIES FUND

A SERIES OF FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST

 

The prospectus is amended to add the following:

 

On September 19, 2008, the Board of Trustees (the “Board”) of Franklin Templeton Variable Insurance Products Trust (the “Trust”) approved a proposal to liquidate the Franklin Global Communications Securities Fund (the “Fund”) on or after April 24, 2009 (the “liquidation”).

 

The Board approved the liquidation in the ordinary course of business after considering a number of factors including the Fund’s significant decline in assets over the last decade as well as limited future opportunities for asset growth.

 

Contract owners should refer to documents provided by their insurance companies concerning the effect of the liquidation and any steps they may need to take. In addition, in considering new purchases or transfers, contract owners may want to refer to their contract and Trust prospectuses or consult with their investment representatives to consider other investment options.

 

 

Please keep this supplement for future reference.

 

FGC-7


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Franklin Global Communications Securities Fund

 

     Year Ended December 31,  
Class 1    2008     2007    2006     2005     2004  
        

Per share operating performance

           

(for a share outstanding throughout the year)

           

Net asset value, beginning of year

   $ 12.52     $ 10.06    $ 8.09     $ 7.17     $ 6.32  
        

Income from investment operationsa:

           

Net investment income (loss)b

     0.03       0.04      (0.01 )     0.04       0.05  

Net realized and unrealized gains (losses)

     (5.77 )     2.42      2.01       1.08       0.87  
        

Total from investment operations

     (5.74 )     2.46      2.00       1.12       0.92  
        

Less distributions from net investment income

     (0.03 )          (0.03 )     (0.20 )     (0.07 )
        

Net asset value, end of year

   $ 6.75     $ 12.52    $ 10.06     $ 8.09     $ 7.17  
        

Total returnc

     (45.96)%       24.58%      24.69%       16.12%       14.66%  

Ratios to average net assets

           

Expensesd

     0.65%       0.61%      0.67%       0.65%       0.64%  

Net investment income (loss)

     0.35%       0.30%      (0.13)%       0.63%       0.85%  

Supplemental data

           

Net assets, end of year (000’s)

   $ 69,480     $ 152,519    $ 145,425     $ 138,015     $ 142,898  

Portfolio turnover rate

     37.97%       93.43%      134.21%       170.40%       178.52%  

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FGC-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Global Communications Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 12.34     $ 9.94     $ 8.00     $ 7.10     $ 6.28  
        

Income from investment operationsa:

          

Net investment income (loss)b

     0.01       (0.01 )     (0.03 )     0.03       0.04  

Net realized and unrealized gains (losses)

     (5.70 )     2.41       1.99       1.06       0.84  
        

Total from investment operations

     (5.69 )     2.40       1.96       1.09       0.88  
        

Less distributions from net investment income

                 (0.02 )     (0.19 )     (0.06 )
        

Net asset value, end of year

   $ 6.65     $ 12.34     $ 9.94     $ 8.00     $ 7.10  
        

Total returnc

     (46.15)%       24.25%       24.56%       15.79%       14.18%  

Ratios to average net assets

          

Expensesd

     0.90%       0.86%       0.92%       0.90%       0.89%  

Net investment income (loss)

     0.10%       0.05%       (0.38)%       0.38%       0.60%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 46,052     $ 143,078     $ 78,975     $ 38,613     $ 23,704  

Portfolio turnover rate

     37.97%       93.43%       134.21%       170.40%       178.52%  

 

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FGC-9


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Global Communications Securities Fund

 

Class 4    Period Ended
December 31,
2008
a
 
        

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 10.55  
        

Income from investment operationsb:

  

Net investment income (loss)c

     d

Net realized and unrealized gains (losses)

     (3.78 )
        

Total from investment operations

     (3.78 )
        

Less distributions from net investment income

     (0.03 )
        

Net asset value, end of period

   $ 6.74  
        

Total returne

     (35.96)%  

Ratios to average net assetsf

  

Expensesg

     1.00%  

Net investment income

     h

Supplemental data

  

Net assets, end of period (000’s)

   $ 3  

Portfolio turnover rate

     37.97%  

 

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dAmount rounds to less than $0.01 per share.

eTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

hRounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FGC-10


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Franklin Global Communications Securities Fund    Country      Shares/
Warrants
     Value

Common Stocks and Warrants 93.5%

            

Aerospace & Defense 0.7%

            

aOrbital Sciences Corp.

   United States      41,300      $        806,589
                

Communications Equipment 20.4%

            

aCisco Systems Inc.

   United States      194,800        3,175,240

a,bDilithium Networks Inc., wts., 3/20/09

   United States      10,275       

aF5 Networks Inc.

   United States      67,800        1,549,908

Harris Corp.

   United States      84,000        3,196,200

aInfinera Corp.

   United States      154,500        1,384,320

Nokia Corp., ADR

   Finland      293,900        4,584,840

QUALCOMM Inc.

   United States      154,600        5,539,318

aResearch In Motion Ltd.

   Canada      42,000        1,704,360

aRiverbed Technology Inc.

   United States      88,600        1,009,154

aTandberg ASA

   Norway      56,400        611,452

Telefonaktiebolaget LM Ericsson, B, ADR

   Sweden      106,000        827,860
                
               23,582,652
                

Computers & Peripherals 3.3%

            

aApple Inc.

   United States      44,100        3,763,935
                

Diversified Telecommunication Services 6.5%

            

AT&T Inc.

   United States      155,117        4,420,834

BCE Inc.

   Canada      62,000        1,270,380

Telenor ASA

   Norway      149,000        991,927

Telus Corp.

   Canada      28,600        812,812
                
               7,495,953
                

Electronic Equipment, Instruments & Components 3.3%

            

aDolby Laboratories Inc., A

   United States      28,200        923,832

aFLIR Systems Inc.

   United States      95,700        2,936,076
                
               3,859,908
                

Internet & Catalog Retail 0.6%

            

aAmazon.com Inc.

   United States      13,200        676,896
                

Internet Software & Services 6.4%

            

aBaidu.com Inc., ADR

   China      4,400        574,508

aEquinix Inc.

   United States      35,300        1,877,607

aGoogle Inc., A

   United States      10,900        3,353,385

aMercadoLibre Inc.

   Argentina      34,400        564,504

aOmniture Inc.

   United States      95,400        1,015,056
                
               7,385,060
                

IT Services 0.5%

            

aSAIC Inc.

   United States      32,000        623,360
                

Media 3.8%

            

News Corp., A

   United States      175,600        1,596,204

aOutdoor Channel Holdings Inc.

   United States      129,500        969,955

The Walt Disney Co.

   United States      81,640        1,852,412
                
               4,418,571
                

Semiconductors & Semiconductor Equipment 5.9%

            

aFormFactor Inc.

   United States      111,400        1,626,440

aHittite Microwave Corp.

   United States      19,200        565,632

Maxim Integrated Products Inc.

   United States      147,400        1,683,308

aMicrosemi Corp.

   United States      130,200        1,645,728

aMicrotune Inc.

   United States      319,800        652,392

aNetlogic Microsystems Inc.

   United States      28,300        622,883
                
               6,796,383
                

 

FGC-11


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Global Communications Securities Fund    Country      Shares/
Warrants
     Value  

Common Stocks and Warrants (continued)

            

Software 5.7%

            

aActivision Blizzard Inc.

   United States        306,100      $ 2,644,704  

aAdobe Systems Inc.

   United States        81,000        1,724,490  

Nintendo Co. Ltd.

   Japan        4,100        1,565,526  

aUbiSoft Entertainment SA

   France        30,000        582,672  
                  
               6,517,392  
                  

Wireless Telecommunication Services 36.4%

            

America Movil SAB de CV, L, ADR

   Mexico        110,600        3,427,494  

aAmerican Tower Corp., A

   United States        195,302        5,726,255  

Cellcom Israel Ltd.

   Israel        36,000        795,600  

aCentennial Communications Corp., A

   United States        578,400        4,661,904  

China Mobile (Hong Kong) Ltd., ADR

   China        45,400        2,308,590  

aLeap Wireless International Inc.

   United States        98,000        2,635,220  

aMetroPCS Communications Inc.

   United States        352,300        5,231,655  

aNII Holdings Inc.

   United States        271,800        4,941,324  

Rogers Communications Inc., B

   Canada        179,100        5,385,658  

aSBA Communications Corp.

   United States        248,600        4,057,152  

aSprint Nextel Corp.

   United States        1,545,300        2,827,899  
                  
               41,998,751  
                  

Total Common Stocks and Warrants (Cost $130,492,802)

               107,925,450  
                  

Preferred Stocks 0.4%

            

Communications Equipment 0.4%

            

a,bDilithium Networks Inc., depository receipt, D, pfd., 144A, PIPES

   United States        309,399        451,723  

a,bDilithium Networks Inc., pfd., D, 11.00%, 3/20/09

   United States        11,970        11,970  
                  

Total Preferred Stocks (Cost $732,870)

               463,693  
                  

Total Investments before Short Term Investments
(Cost $131,225,672)

               108,389,143  
                  
            Principal
Amount
        

Short Term Investments (Cost $10,324,416) 8.9%

            

Repurchase Agreements 8.9%

            

cJoint Repurchase Agreement, 0.019%, 1/02/09 (Maturity Value $10,324,427)

   United States      $ 10,324,416        10,324,416  

Banc of America Securities LLC (Maturity Value $1,593,471)

            

Barclays Capital Inc. (Maturity Value $1,517,691)

            

BNP Paribas Securities Corp. (Maturity Value $2,023,588)

            

Credit Suisse Securities (USA) LLC (Maturity Value $2,023,588)

            

Deutsche Bank Securities Inc. (Maturity Value $1,167,796)

            

HSBC Securities (USA) Inc. (Maturity Value $1,517,691)

            

UBS Securities LLC (Maturity Value $480,602)

            

Collateralized by U.S. Government Agency Securities, 3.50% - 7.00%, 6/15/09 - 5/20/22; dU.S. Government Agency Discount Notes, 1/05/09 - 10/19/09; dU.S. Treasury Bills, 1/15/09; and U.S. Treasury Notes, 0.875% - 4.625%, 7/15/09 - 2/28/11

            
                  

Total Investments (Cost $141,550,088) 102.8%

               118,713,559  

Other Assets, less Liabilities (2.8)%

               (3,177,935 )
                  

Net Assets 100.0%

             $ 115,535,624  
                  

 

See Abbreviations on page FGC-22.

 

aNon-income producing for the twelve months ended December 31, 2008.

bSee Note 7 regarding restricted and illiquid securities.

cSee Note 1(c) regarding joint repurchase agreement.

dThe security is traded on a discount basis with no stated coupon rate.

 

The accompanying notes are an integral part of these financial statements.

 

FGC-12


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Franklin Global
Communications
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 131,225,672  

Cost - Repurchase agreements

     10,324,416  
        

Total cost of investments

   $ 141,550,088  
        

Value - Unaffiliated issuers

   $ 108,389,143  

Value - Repurchase agreements

     10,324,416  
        

Total value of investments

     118,713,559  

Receivables:

  

Capital shares sold

     19,690  

Dividends

     106,329  
        

Total assets

     118,839,578  
        

Liabilities:

  

Payables:

  

Investment securities purchased

     3,007,575  

Capital shares redeemed

     113,155  

Affiliates

     76,897  

Funds advanced by custodian

     4,721  

Accrued expenses and other liabilities

     101,606  
        

Total liabilities

     3,303,954  
        

Net assets, at value

   $ 115,535,624  
        

Net assets consist of:

  

Paid-in capital

   $ 341,579,562  

Undistributed net investment income

     348,406  

Net unrealized appreciation (depreciation)

     (22,835,530 )

Accumulated net realized gain (loss)

     (203,556,814 )
        

Net assets, at value

   $ 115,535,624  
        

Class 1:

  

Net assets, at value

   $ 69,480,250  
        

Shares outstanding

     10,286,303  
        

Net asset value and maximum offering price per share

   $ 6.75  
        

Class 2:

  

Net assets, at value

   $ 46,052,181  
        

Shares outstanding

     6,920,661  
        

Net asset value and maximum offering price per share

   $ 6.65  
        

Class 4:

  

Net assets, at value

   $ 3,193  
        

Shares outstanding

     474  
        

Net asset value and maximum offering price per share

   $ 6.74  
        

 

The accompanying notes are an integral part of these financial statements.

 

FGC-13


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Franklin Global
Communications
Securities Fund
 

Investment income:

  

Dividends (net of foreign taxes of $191,854)

   $ 1,901,410  

Interest

     72,194  

Income from securities loaned

     1,957  
        

Total investment income

     1,975,561  
        

Expenses:

  

Management fees (Note 3a)

     1,114,877  

Distribution fees: (Note 3c)

  

Class 2

     215,731  

Class 4

     13  

Unaffiliated transfer agent fees

     278  

Custodian fees (Note 4)

     44,485  

Reports to shareholders

     75,299  

Professional fees

     42,500  

Trustees’ fees and expenses

     1,121  

Other

     13,981  
        

Total expenses

     1,508,285  

Expense reductions (Note 4)

     (1,456 )
        

Net expenses

     1,506,829  
        

Net investment income

     468,732  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments

     259,739  

Foreign currency transactions

     120,691  
        

Net realized gain (loss)

     380,430  
        

Net change in unrealized appreciation (depreciation) on:

  

Investments

     (117,392,201 )

Translation of other assets and liabilities denominated in foreign currencies

     8,770  

Change in deferred taxes on unrealized appreciation (depreciation)

     150,034  
        

Net change in unrealized appreciation (depreciation)

     (117,233,397 )
        

Net realized and unrealized gain (loss)

     (116,852,967 )
        

Net increase (decrease) in net assets resulting from operations

   $ (116,384,235 )
        

 

The accompanying notes are an integral part of these financial statements.

 

FGC-14


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Franklin Global Communications
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 468,732     $ 510,712  

Net realized gain (loss) from investments and foreign currency transactions

     380,430       28,922,682  

Net change in unrealized appreciation (depreciation) on investments, translation of other assets and liabilities denominated in foreign currencies and deferred taxes

     (117,233,397 )     23,438,771  
        

Net increase (decrease) in net assets resulting from operations

     (116,384,235 )     52,872,165  
        

Distributions to shareholders from net investment income:

    

Class 1

     (317,811 )      

Class 4

     (13 )      
        

Total distributions to shareholders

     (317,824 )      
        

Capital share transactions: (Note 2)

    

Class 1

     (18,499,942 )     (25,800,362 )

Class 2

     (44,864,246 )     44,124,623  

Class 4

     5,000        
        

Total capital share transactions

     (63,359,188 )     18,324,261  
        

Net increase (decrease) in net assets

     (180,061,247 )     71,196,426  

Net assets:

    

Beginning of year

     295,596,871       224,400,445  
        

End of year

   $ 115,535,624     $ 295,596,871  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 348,406     $ 559,988  
        

 

The accompanying notes are an integral part of these financial statements.

 

FGC-15


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Franklin Global Communications Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Franklin Global Communications Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. At December 31, 2008, 99.69% of the Fund’s shares were held through one insurance company. The Fund offers three classes of shares: Class 1, Class 2, and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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.

 

Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the Fund. The investment manager 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 Depository 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. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. At December 31, 2008, a portion of the securities held by the Fund were fair valued. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Foreign Currency Translation

 

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust’s Board of Trustees.

 

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.

 

 

FGC-16


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Global Communications Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

b. Foreign Currency Translation (continued)

 

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. Joint Repurchase Agreement

 

The Fund may enter into a joint repurchase agreement whereby its uninvested cash balance is deposited into a joint cash account with other funds managed by the investment manager or an affiliate of the investment manager and is used to invest in one or more repurchase agreements. The value and face amount of the joint repurchase agreement are allocated to the funds based on their pro-rata interest. A repurchase agreement is accounted for as a loan by the fund to the seller, collateralized by securities which are delivered to the fund’s custodian. The market value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the funds, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. The joint repurchase agreement held by the Fund at year end had been entered into on December 31, 2008. The joint repurchase agreement is valued at cost.

 

d. Foreign Currency Contracts

 

When the Fund purchases or sells foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities.

 

e. Securities Lending

 

The Fund participates in a principal based security 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 market fund managed by the Fund’s custodian on the Fund’s behalf. 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 principal may default on its obligations to the Fund. At December 31, 2008, the Fund had no securities on loan.

 

f. Income and Deferred Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

Foreign securities held by the Fund may be subject to foreign taxation on dividend income received. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests.

 

FGC-17


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Global Communications Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

f. Income and Deferred Taxes (continued)

 

The Fund may be subject to a tax imposed on net realized gains on securities of certain foreign countries. The Fund records an estimated deferred tax liability for net unrealized gains on these securities in an amount that would be payable if the securities were disposed of on the valuation date.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

g. 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.

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

h. 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.

 

i. Guarantees and Indemnifications

 

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

 

FGC-18


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Global Communications Securities Fund

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   28,899     $ 305,197     30,242     $ 378,996  

Shares issued in reinvestment of distributions

   27,374       317,811            

Shares redeemed

   (1,951,204 )     (19,122,950 )   (2,311,298 )     (26,179,358 )
        

Net increase (decrease)

   (1,894,931 )   $ (18,499,942 )   (2,281,056 )   $ (25,800,362 )
        
Class 2 Shares:                         

Shares sold

   2,628,228     $ 27,203,400     7,011,538     $ 81,791,331  

Shares redeemed

   (7,299,177 )     (72,067,646 )   (3,365,328 )     (37,666,708 )
        

Net increase (decrease)

   (4,670,949 )   $ (44,864,246 )   3,646,210     $ 44,124,623  
        
Class 4 Shares:                         

Shares sold

   474     $ 5,000      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008, for Class 4.

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Advisers, Inc. (Advisers)

   Investment manager

Franklin Templeton Services, LLC (FT Services)

   Administrative manager

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 Advisers based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets
0.625%   

Up to and including $100 million

0.500%   

Over $100 million, up to and including $250 million

0.450%   

Over $250 million, up to and including $7.5 billion

0.440%   

Over $7.5 billion, up to and including $10 billion

0.430%   

Over $10 billion, up to and including $12.5 billion

0.420%   

Over $12.5 billion, up to and including $15 billion

0.400%   

In excess of $15 billion

 

b. Administrative Fees

 

Under an agreement with Advisers, FT Services provides administrative services to the Fund. The fee is paid by Advisers based on average daily net assets, and is not an additional expense of the Fund.

 

 

FGC-19


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Global Communications Securities Fund

 

3. TRANSACTIONS WITH AFFILIATES (continued)

 

c. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.35% per year of its average daily net assets of each class. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 2.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

5. INCOME TAXES

 

For tax purposes, capital losses may be carried over to offset future capital gains, if any. At December 31, 2008, the capital loss carryforwards were as follows:

 

 

Capital loss carryforwards expiring in:

  

2009

   $ 88,941,545

2010

     108,979,162
      
   $ 197,920,707
      

 

During the year ended December 31, 2008, the Fund utilized $3,416,781 of capital loss carryforwards.

 

For tax purposes, realized capital losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses of $2,033,398.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from – ordinary income

   $ 317,824    $   —
      

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation), undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 145,152,798  
        

Unrealized appreciation

   $ 11,423,960  

Unrealized depreciation

     (37,863,199 )
        

Net unrealized appreciation (depreciation)

   $ (26,439,239 )
        

Distributable earnings – undistributed ordinary income

   $ 348,406  
        

 

FGC-20


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Global Communications Securities Fund

 

5. INCOME TAXES (continued)

 

Net investment income differs for financial statement and tax purposes primarily due to differing treatments of foreign currency transactions and foreign capital gains tax.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales, foreign currency transactions and foreign capital gains tax.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $74,665,094 and $134,966,801, respectively.

 

7. RESTRICTED SECURITIES

 

The Fund may invest 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 December 31, 2008, the Fund held investments in restricted securities, excluding 144A securities deemed to be liquid, valued in accordance with procedures approved by the Fund’s Board of Trustees as reflecting fair value, as follows:

 

Shares/
Warrants
   Issuer    Acquisition
Date
   Cost    Value
309,399   

Dilithium Networks Inc., depository receipt, D, pfd., 144A, PIPES

   7/13/2006    $ 720,899    $ 451,723
11,970   

Dilithium Networks Inc., pfd., D, 11.00%, 3/20/09

   10/30/2008      11,971      11,970
10,275   

Dilithium Networks Inc., wts., 3/20/09

   10/30/2008      1     
               
  

Total Restricted Securities (0.40% of Net Assets)

         $ 463,693
               

 

8. UPCOMING LIQUIDATION

 

On September 19, 2008, the Board of Trustees for the Fund approved a proposal to liquidate the Fund. The Fund is scheduled to liquidate on April 24, 2009.

 

9. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

 

FGC-21


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Global Communications Securities Fund

 

9. FAIR VALUE MEASUREMENTS (continued)

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets carried at fair value:

 

     Level 1    Level 2    Level 3    Total

Assets:

           

Investments in Securities

   $ 106,359,924    $ 11,889,942    $ 463,693    $ 118,713,559

 

At December 31, 2008, the reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value, is as follows:

 

     Investments
in Securities
 

Beginning Balance – January 1, 2008

   $ 1,067,426  

Net realized gain (loss)

      

Net change in unrealized appreciation (depreciation)

     (615,704 )

Net purchases (sales)

     11,971  

Transfers in and/or out of Level 3

      
        

Ending Balance

   $ 463,693  
        

Net change in unrealized appreciation (depreciation) attributable to assets still held at end of year

   $ (615,704 )
        

 

10. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

 

 

ABBREVIATIONS

 

Selected Portfolio

ADR - American Depository Receipt

PIPES - Private Investment in Public Equity Security

 

FGC-22


Franklin Templeton Variable Insurance Products Trust

 

Franklin Global Communications Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of

Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Global Communications Securities Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

FGC-23


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Franklin Global Communications Securities Fund

 

Under Section 854(b)(2) of the Internal Revenue Code, the Fund designates 100.00% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended December 31, 2008.

 

FGC-24


FRANKLIN GLOBAL REAL ESTATE SECURITIES FUND

 

This annual report for Franklin Global Real Estate Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   -42.41%    -3.65%    +4.47%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -37.28%. The investment manager and administrator have contractually agreed to waive or limit their respective fees so that the increase in investment management and fund administration fees paid by the Fund are phased in over a five-year period, starting on 5/1/07, with there being no increase in the rate of such fees for the first year ending 4/30/08. For each of the four years thereafter through 4/30/12, the investment manager and administrator will receive one-fifth of the increase in the rate of fees. Beginning 5/1/12, the full new investment management and administration fees will then be in effect. If the manager and administrator had not waived fees, the Fund’s total returns would have been lower.

 

Total Return Index Comparison for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Standard & Poor’s (S&P)/Citigroup BMI Global REIT Index (hedged into U.S. dollars). One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Franklin Global Real Estate Securities Fund Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

 

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Fund Goal and Main Investments: Franklin Global Real Estate Securities Fund seeks high total return. The Fund normally invests at least 80% of its net assets in investments of companies located anywhere in the world that operate in the real estate sector and normally invests predominantly in equity securities.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund performed comparably to its benchmark, the S&P/Citigroup BMI Global REIT Index (hedged into U.S. dollars), which had a -42.07% total return.1

 

Economic and Market Overview

 

The U.S. experienced a marked slowdown in gross domestic product (GDP) growth as housing prices declined, consumer demand softened, and a credit crisis originally related to U.S. subprime loan losses intensified and spread globally. Although GDP growth rebounded in the second quarter of 2008, largely due to fiscal stimulus, the domestic economy contracted in the third and fourth quarters. Fear of recession spanned the entire period, and in the summer most economists agreed that a recession had already begun. By then, the faltering U.S. economy — which is the world’s largest and accounts for roughly 25% of global GDP — had negatively impacted growth prospects around the world. Although signs of a global slowdown surfaced in the latter half of the reporting period, in the first half growth remained robust in developing economies, particularly in Asia.

 

The China-led demand for oil, natural gas, and industrial and agricultural commodities propelled commodity prices and those of related equities to higher levels. The steep rise in the price of oil, which peaked at $145 per barrel in early July, was one of the most extreme market trends during the year. As a result, oil was a major focus of attention due to its impact on everything from inflation to corporate earnings to consumer spending. The price boom for commodities in general was broadly based and included natural gas, precious metals and most agricultural and industrial commodities, all of which added to global inflationary pressures. In this environment, the world’s monetary authorities faced the choice of lowering short-term interest rates to stimulate growth or raising them to fight rising inflation. Stimulus provided through fiscal and monetary policies implemented around the globe sought to restore financial market stability and reignite economic growth.

 

 

1. Source: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

 

Fund Risks: The Fund’s investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. As a nondiversified global fund that invests predominantly in companies that operate in the real estate sector, the Fund carries much greater risk of adverse developments affecting that sector than a fund that invests more broadly. Foreign investing, especially in emerging markets, involves additional risks, including currency fluctuations, economic instability, market volatility, and political and social instability. The Fund’s prospectus also includes a description of the main investment risks.

 

REITs are real estate investment trust companies, usually with publicly traded stock, that manage a portfolio of income-producing real estate properties such as apartments, hotels, industrial properties, office buildings or shopping centers. Equity REITs also take ownership positions in real estate. Shareholders of equity REITs generally receive income from rents received and receive capital gains when properties are sold at a profit. REITs are generally operated by experienced property management teams and typically concentrate on a specific geographic region or property type.

 

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The U.S. Treasury and the Federal Reserve Board (Fed) took unprecedented steps, including lowering short-term rates to near 0% from 4.25%. The eurozone had made controlling inflation its main goal and kept rates steady at 4.00% until July, when the European Central Bank (ECB) joined many of the world’s central banks whose concerns about inflation had led them to raise rates. The potential for global recession, however, exacerbated by the virtual freeze in the global financial system in September and October, trumped inflationary concerns, and the world’s monetary authorities, including the ECB and the Bank of England, cut interest rates aggressively. The U.S. dollar, which had declined earlier in the period versus many of the world’s currencies, regained ground quickly toward period-end as a flight to the relative safety of U.S. Treasuries prevailed. The greenback appreciated 8.6% relative to most currencies during the year under review.2

 

In this challenging economic time, volatility came to define global equity markets. Virtually all local indexes ended the 12-month period with marked losses. Despite negative economic data and an outlook for decelerating corporate earnings and profit margins globally, many companies outside the financials sector retained relatively strong balance sheets.

 

Global Real Estate Market Overview

 

The global real estate market continued to deteriorate during 2008 as credit markets froze and economic growth slowed. In local currency terms, as measured by the S&P/Citigroup BMI Global REIT Index (hedged into U.S. dollars), the worst performing real estate market was Turkey’s, with a -57.31% total return, followed closely by Singapore’s with a -56.20% return and Australia’s with a -54.16% return.1 Other markets also suffered precipitous drops, including Italy (-50.24%), Germany (-49.43%), Japan (-48.93%) and the U.K. (-43.03%).1 None of the markets represented by the index posted positive results; however, several markets performed better than the overall index, including Taiwan (-7.82%), Malaysia (-14.84%) and Belgium (-17.62%).1

 

Investment Strategy

 

We are research-driven, fundamental investors. Our active investment strategy is centered on the belief that unsynchronized regional economic activity within the global economy provides consistent, attractive return opportunities in global real estate markets. When selecting investments for the Fund’s portfolio, we use a bottom-up, value-oriented stock selection process that incorporates macro-level views in the evaluation process.

 

2. Source: Federal Reserve H10 report.

 

LOGO

 

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Manager’s Discussion

 

During the fiscal year under review, significant detractors from Fund performance relative to the benchmark S&P/Citigroup BMI Global REIT Index (hedged into U.S. dollars) included Valad Property Group and ProLogis. During the period, Valad, an Australia-based listed property trust with a fund platform, suffered from less local investor interest in overseas funds, especially those invested in the U.K., where commercial property values declined substantially. We sold our Valad position by period-end. ProLogis, a U.S. industrial REIT, was hurt by impending debt refinancing needs and massive short covering in December following a management restructuring and a successful effort to raise cash. By country, the U.S. was a major detractor from relative Fund performance, largely due to an underweighted position in health care properties.

 

Contributors to relative performance included the Fund’s cash position, which averaged 4.5% of total net assets during the Fund’s fiscal year and mitigated the overall market’s decline. Notable contributors to relative Fund performance included U.S. holdings Equity Residential and Corporate Office Properties, and South Africa’s Growthpoint Properties.3 Equity Residential, the largest U.S. apartment REIT owner, benefited from its access to Freddie Mac and Fannie Mae funding, especially after their government rescue. New holding Corporate Office, an office REIT based in Washington, DC, was helped by having the U.S. government as a significant tenant. By country, South Africa helped relative results. We initiated our only South African position, Growthpoint Properties, during the period due to its reduced development pipeline and diversified tenant base.

 

We believe the REITs we own have quality management teams that have led their companies through past economic downturns and positioned them to navigate uncertain times with sufficient liquidity to survive and then capitalize on any distress in local property markets. With conservative balance sheets, free cash-flow generation exceeding dividend payout requirements, and the ownership of higher quality “hard” assets in their respective markets, many REITs, we believe, should be able to survive the current economic downturn. At the same time, REITs, including some of the strongest among them, traded at what we considered attractive valuations at period-end as measured by dividend yields, cash flow multiples and discounts to net asset value. In our analysis, distressed selling by some weaker REITs and overleveraged private real estate investors may occur in 2009, which may create opportunities for companies with solid balance sheets and access to capital to acquire quality assets.

 

Top 10 Holdings

Franklin Global Real Estate Securities Fund 12/31/08

 

Company
Sector/Industry,
Country
  % of Total
Net Assets
Westfield Group   6.6%
Retail REITs, Australia  
Unibail-Rodamco   4.5%
Retail REITs, France  
Vornado Realty Trust   4.2%
Diversified REITs, U.S.  
Equity Residential   4.2%
Residential REITs, U.S.  
Public Storage   4.2%
Specialized REITs, U.S.  
Simon Property Group Inc.   4.1%
Retail REITs, U.S.  
Boston Properties Inc.   3.5%
Office REITs, U.S.  
Land Securities Group PLC   3.3%
Retail REITs, U.K.  
Nippon Building Fund Inc.   2.8%
Office REITs, Japan  
HCP Inc.   2.3%
Specialized REITs, U.S.  

 

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments.

3. This holding is not an index component.

 

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In this challenging environment, we are confident that the portfolio’s relatively high income and low volatility, combined with an active management policy, have the potential to generate superior returns over time.

 

Thank you for your participation in Franklin Global Real Estate Securities Fund. We look forward to serving your future investment needs.

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, the end of the reporting period. The way we implement our main investment strategies and the resulting portfolio holdings may change depending on factors such as market and economic conditions. These opinions may not be relied upon as investment advice or an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but the investment manager makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

 

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Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Franklin Global Real Estate Securities Fund Class 4

 

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Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

   Ending
Account
Value 12/31/08
   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 674.20    $ 4.12

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,020.21    $ 4.98

 

*Expenses are calculated using the most recent six-month annualized expense ratio, net of expense waiver, for the Fund’s Class 4 shares (0.98%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

FGR-7


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Franklin Global Real Estate Securities Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 25.42     $ 35.25     $ 32.55     $ 30.87     $ 23.91  
        

Income from investment operationsa:

          

Net investment incomeb

     0.62       0.80       0.67       0.70       0.75  

Net realized and unrealized gains (losses)

     (9.10 )     (7.56 )     5.40       3.38       6.78  
        

Total from investment operations

     (8.48 )     (6.76 )     6.07       4.08       7.53  
        

Less distributions from:

          

Net investment income

     (0.32 )     (0.81 )     (0.75 )     (0.49 )     (0.53 )

Net realized gains

     (5.78 )     (2.26 )     (2.62 )     (1.91 )     (0.04 )
        

Total distributions

     (6.10 )     (3.07 )     (3.37 )     (2.40 )     (0.57 )
        

Net asset value, end of year

   $ 10.84     $ 25.42     $ 35.25     $ 32.55     $ 30.87  
        

Total returnc

     (42.22)%       (20.65)%       20.87%       13.74%       32.19%  

Ratios to average net assets

          

Expenses before waiver and payments by affiliates

     1.08%       0.84%       0.50%       0.49%       0.50%  

Expenses net of waiver and payments by affiliatesd

     0.60%       0.52%       0.50%       0.49%       0.50%  

Net investment income

     3.41%       2.57%       2.04%       2.32%       3.00%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 39,018     $ 83,250     $ 140,487     $ 145,425     $ 152,451  

Portfolio turnover rate

     77.28%       121.84%       31.39%       36.10%       39.42%  

 

 

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 .

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FGR-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Global Real Estate Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 24.97     $ 34.67     $ 32.08     $ 30.49     $ 23.65  
        

Income from investment operationsa:

          

Net investment incomeb

     0.56       0.72       0.58       0.64       0.72  

Net realized and unrealized gains (losses)

     (8.93 )     (7.43 )     5.31       3.30       6.65  
        

Total from investment operations

     (8.37 )     (6.71 )     5.89       3.94       7.37  
        

Less distributions from:

          

Net investment income

     (0.21 )     (0.73 )     (0.68 )     (0.44 )     (0.49 )

Net realized gains

     (5.78 )     (2.26 )     (2.62 )     (1.91 )     (0.04 )
        

Total distributions

     (5.99 )     (2.99 )     (3.30 )     (2.35 )     (0.53 )
        

Net asset value, end of year

   $ 10.61     $ 24.97     $ 34.67     $ 32.08     $ 30.49  
        

Total returnc

     (42.39)%       (20.86)%       20.58%       13.47%       31.80%  

Ratios to average net assets

          

Expenses before waiver and payments by affiliates

     1.33%       1.09%       0.75%       0.74%       0.75%  

Expenses net of waiver and payments by affiliatesd

     0.85%       0.77%       0.75%       0.74%       0.75%  

Net investment income

     3.16%       2.32%       1.79%       2.07%       2.75%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 343,701     $ 893,837     $ 1,491,571     $ 1,343,868     $ 1,005,647  

Portfolio turnover rate

     77.28%       121.84%       31.39%       36.10%       39.42%  

 

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 .

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FGR-9


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Global Real Estate Securities Fund

 

     Period Ended
December 31,
 
Class 4    2008a  
        

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 23.34  
        

Income from investment operationsb:

  

Net investment incomec

     0.45  

Net realized and unrealized gains (losses)

     (6.89 )
        

Total from investment operations

     (6.44 )
        

Less distributions from:

  

Net investment income

     (0.32 )

Net realized gains

     (5.78 )
        

Total distributions

     (6.10 )
        

Net asset value, end of period

   $ 10.80  
        

Total returnd

     (37.28)%  

Ratios to average net assetse

  

Expenses before waiver and payments by affiliates

     1.43%  

Expenses net of waiver and payments by affiliatesf

     0.95%  

Net investment income

     3.06%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 2  

Portfolio turnover rate

     77.28%  

 

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

 

The accompanying notes are an integral part of these financial statements.

 

FGR-10


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Franklin Global Real Estate Securities Fund    Country      Shares/
Rights
     Value

Common Stocks and Rights 96.4%

            

Diversified Real Estate Activities 0.9%

            

Growthpoint Properties Ltd.

   South Africa      2,075,265      $ 3,311,593

Growthpoint Properties Ltd., rts., 1/30/09

   South Africa      206,337        40,609
                
               3,352,202
                

Diversified REITs 13.5%

            

British Land Co. PLC

   United Kingdom      980,100        7,894,640

Canadian REIT

   Canada      112,900        2,094,143

Dexus Property Group

   Australia      4,137,127        2,402,868

GPT Group

   Australia      4,912,979        3,201,474

aKiwi Income Property Trust

   New Zealand      3,752,306        2,214,397

Liberty Property Trust

   United States      178,400        4,072,872

Mirvac Group

   Australia      1,561,956        1,416,107

bMirvac Group, 144A

   Australia      877,527        795,587

PS Business Parks Inc.

   United States      29,800        1,330,868

Stockland

   Australia      1,958,904        5,605,467

aTokyu REIT Inc.

   Japan      236        1,463,818

Vornado Realty Trust

   United States      265,500        16,022,925

Wereldhave NV

   Netherlands      38,550        3,395,981
                
               51,911,147
                

Industrial REITs 4.3%

            

AMB Property Corp.

   United States      164,100        3,843,222

Ascendas REIT

   Singapore      1,848,000        1,767,372

EastGroup Properties Inc.

   United States      45,500        1,618,890

Goodman Group

   Australia      2,433,832        1,275,674

aJapan Logistics Fund Inc.

   Japan      231        1,401,112

ProLogis

   United States      330,400        4,589,256

Segro PLC

   United Kingdom      616,600        2,228,923
                
               16,724,449
                

Office REITs 18.1%

            

aAMP NZ Office Trust

   New Zealand      2,744,633        1,603,689

Befimmo Sca

   Belgium      18,600        1,737,360

Boston Properties Inc.

   United States      246,000        13,530,000

Cofinimmo

   Belgium      23,600        3,119,149

Commonwealth Property Office Fund

   Australia      3,172,679        2,651,706

Corporate Office Properties Trust

   United States      228,800        7,024,160

Douglas Emmett Inc.

   United States      336,000        4,388,160

Highwoods Properties Inc.

   United States      239,300        6,547,248

ING Office Fund

   Australia      2,544,931        1,460,085

Japan Real Estate Investment Co.

   Japan      867        7,738,629

aNippon Building Fund Inc.

   Japan      962        10,565,332

aNomura Real Estate Office Fund Inc.

   Japan      349        2,268,941

ORIX JREIT Inc.

   Japan      521        2,472,383

Silic

   France      22,040        2,033,407

SL Green Realty Corp.

   United States      81,800        2,118,620
                
               69,258,869
                

Residential REITs 11.5%

            

AvalonBay Communities Inc.

   United States      130,300        7,893,574

Camden Property Trust

   United States      80,800        2,532,272

Equity Lifestyle Properties Inc.

   United States      106,400        4,081,504

Equity Residential

   United States      536,900        16,010,358

 

FGR-11


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Global Real Estate Securities Fund    Country      Shares/
Rights
     Value

Common Stocks and Rights (continued)

            

Residential REITs (continued)

            

Essex Property Trust Inc.

   United States      54,500      $ 4,182,875

Home Properties Inc.

   United States      44,200        1,794,520

aNippon Accommodations Fund Inc.

   Japan      372        1,589,925

UDR Inc.

   United States      422,700        5,829,033
                
               43,914,061
                

Retail REITs 35.2%

            

CapitaMall Trust

   Singapore      1,561,400        1,733,072

Cedar Shopping Centers Inc.

   United States      161,700        1,144,836

CFS Retail Property Trust

   Australia      3,309,702        4,383,770

Corio NV

   Netherlands      95,230        4,379,636

Eurocommercial Properties NV

   Netherlands      78,130        2,621,980

Federal Realty Investment Trust

   United States      96,200        5,972,096

aFrontier Real Estate Investment Corp.

   Japan      411        2,273,776

Hammerson PLC

   United Kingdom      384,700        3,008,833

aJapan Retail Fund Investment Corp.

   Japan      456        1,967,996

Kimco Realty Corp.

   United States      228,400        4,175,152

Klepierre

   France      81,980        2,006,071

Land Securities Group PLC

   United Kingdom      947,900        12,750,833

Liberty International PLC

   United Kingdom      207,600        1,456,925

aLink REIT

   Hong Kong      3,627,100        5,990,411

Mercialys

   France      29,930        940,604

Realty Income Corp.

   United States      152,900        3,539,635

Regency Centers Corp.

   United States      119,600        5,585,320

RioCan REIT

   Canada      404,800        4,544,352

Simon Property Group Inc.

   United States      297,045        15,782,001

Suntec REIT

   Singapore      1,943,900        963,469

Tanger Factory Outlet Centers Inc.

   United States      137,600        5,176,512

Taubman Centers Inc.

   United States      66,700        1,698,182

Unibail-Rodamco

   France      116,683        17,376,310

Westfield Group

   Australia      2,750,527        25,229,169
                
               134,700,941
                

Specialized REITs 12.9%

            

HCP Inc.

   United States      321,000        8,914,170

Health Care REIT Inc.

   United States      167,000        7,047,400

Host Hotels & Resorts Inc.

   United States      717,014        5,427,796

Nationwide Health Properties Inc.

   United States      211,400        6,071,408

Public Storage

   United States      200,900        15,971,550

Ventas Inc.

   United States      174,800        5,868,036
                
               49,300,360
                

Total Common Stocks and Rights
(Cost $507,802,573)

               369,162,029
                

 

FGR-12


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Global Real Estate Securities Fund    Country      Principal
Amount
     Value  

Short Term Investments (Cost $13,786,445) 3.6%

            

Repurchase Agreements 3.6%

            

cJoint Repurchase Agreement, 0.019%, 01/02/09 (Maturity Value $13,786,460)

   United States      $ 13,786,445      $ 13,786,445  

Banc of America Securities LLC (Maturity Value $2,127,801)

            

Barclays Capital Inc. (Maturity Value $2,026,610)

            

BNP Paribas Securities Corp. (Maturity Value $2,702,146)

            

Credit Suisse Securities (USA) LLC (Maturity Value $2,702,146)

            

Deutsche Bank Securities Inc. (Maturity Value $1,559,387)

            

HSBC Securities (USA) Inc. (Maturity Value $2,026,610)

            

UBS Securities LLC (Maturity Value $641,760)

            

Collateralized by U.S. Government Agency Securities, 3.50% - 7.00%, 6/15/09 - 5/20/22;
dU.S. Government Agency Discount Notes, 1/05/09 - 10/19/09;
dU.S. Treasury Bills, 1/15/09; and U.S. Treasury Notes,
0.875% - 4.625%, 7/15/09 - 2/28/11

            
                  

Total Investments (Cost $521,589,018) 100.0%

               382,948,474  

Net Unrealized Depreciation on Forward Exchange
Contracts (0.4)%

               (1,637,170 )

Other Assets, less Liabilities 0.4%

               1,409,714  
                  

Net Assets 100.0%

             $ 382,721,018  
                  

 

See Abbreviations on page FGR-24.

 

 

aA portion or all of the security purchased on a delayed delivery basis. See Note 1(d).

bSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. This security has been deemed liquid under guidelines approved by the Trust’s Board of Trustees. At December 31, 2008, the value of this security was $795,587, representing 0.21% of net assets.

cSee Note 1(c) regarding joint repurchase agreement.

dThe security is traded on a discount basis with no stated coupon rate.

 

The accompanying notes are an integral part of these financial statements.

 

FGR-13


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Franklin Global
Real Estate
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 507,802,573  

Cost - Repurchase agreements

     13,786,445  
        

Total cost of investments

   $ 521,589,018  
        

Value - Unaffiliated issuers

   $ 369,162,029  

Value - Repurchase agreements

     13,786,445  
        

Total value of investments

     382,948,474  

Foreign currency, at value (cost $309)

     327  

Receivables:

  

Capital shares sold

     108,859  

Dividends

     3,679,919  

Unrealized appreciation on forward exchange contracts (Note 7)

     6,846,585  
        

Total assets

     393,584,164  
        

Liabilities:

  

Payables:

  

Investment securities purchased

     1,720,106  

Capital shares redeemed

     69,049  

Affiliates

     333,508  

Unrealized depreciation on forward exchange contracts (Note 7)

     8,483,755  

Accrued expenses and other liabilities

     256,728  
        

Total liabilities

     10,863,146  
        

Net assets, at value

   $ 382,721,018  
        

Net assets consist of:

  

Paid-in capital

   $ 728,689,363  

Undistributed net investment income

     48,180,845  

Net unrealized appreciation (depreciation)

     (140,303,166 )

Accumulated net realized gain (loss)

     (253,846,024 )
        

Net assets, at value

   $ 382,721,018  
        

Class 1:

  

Net assets, at value

   $ 39,018,195  
        

Shares outstanding

     3,600,526  
        

Net asset value and maximum offering price per share

   $ 10.84  
        

Class 2:

  

Net assets, at value

   $ 343,700,511  
        

Shares outstanding

     32,393,307  
        

Net asset value and maximum offering price per share

   $ 10.61  
        

Class 4:

  

Net assets, at value

   $ 2,312  
        

Shares outstanding

     214  
        

Net asset value and maximum offering price per share

   $ 10.80  
        

 

The accompanying notes are an integral part of these financial statements.

 

FGR-14


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Franklin Global
Real Estate
Securities Fund
 

Investment income:

  

Dividends (net of foreign taxes of $1,990,238)

   $ 26,645,495  

Interest

     516,943  
        

Total investment income

     27,162,438  
        

Expenses:

  

Management fees (Note 3a)

     5,225,378  

Administrative fees (Note 3b)

     1,696,396  

Distribution fees: (Note 3c)

  

Class 2

     1,535,866  

Class 4

     11  

Unaffiliated transfer agent fees

     1,397  

Custodian fees (Note 4)

     90,171  

Reports to shareholders

     202,123  

Professional fees

     33,475  

Trustees’ fees and expenses

     3,866  

Other

     28,365  
        

Total expenses

     8,817,048  

Expense reductions (Note 4)

     (4,782 )

Expenses waived/paid by affiliates (Note 3e)

     (3,195,511 )
        

Net expenses

     5,616,755  
        

Net investment income

     21,545,683  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments

     (219,061,824 )

Foreign currency transactions

     30,605,492  
        

Net realized gain (loss)

     (188,456,332 )
        

Net change in unrealized appreciation (depreciation) on:

  

Investments

     (154,186,461 )

Translation of other assets and liabilities denominated in foreign currencies

     (9,156,992 )
        

Net change in unrealized appreciation (depreciation)

     (163,343,453 )
        

Net realized and unrealized gain (loss)

     (351,799,785 )
        

Net increase (decrease) in net assets resulting from operations

   $ (330,254,102 )
        

 

The accompanying notes are an integral part of these financial statements.

 

FGR-15


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Franklin Global Real Estate
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 21,545,683     $ 32,162,361  

Net realized gain (loss) from investments and foreign currency transactions

     (188,456,332 )     128,649,187  

Net change in unrealized appreciation (depreciation) on investments and translation of other assets and liabilities denominated in foreign currencies

     (163,343,453 )     (461,184,314 )
        

Net increase (decrease) in net assets resulting from operations

     (330,254,102 )     (300,372,766 )
        

Distributions to shareholders from:

    

Net investment income:

    

Class 1

     (938,439 )     (2,857,012 )

Class 2

     (6,327,844 )     (29,449,245 )

Class 4

     (68 )      

Net realized gains:

    

Class 1

     (17,121,915 )     (7,916,992 )

Class 2

     (172,823,447 )     (91,299,137 )

Class 4

     (1,237 )      
        

Total distributions to shareholders

     (197,212,950 )     (131,522,386 )
        

Capital share transactions: (Note 2)

    

Class 1

     5,111,100       (22,282,799 )

Class 2

     (72,014,922 )     (200,793,537 )

Class 4

     5,000        
        

Total capital share transactions

     (66,898,822 )     (223,076,336 )
        

Net increase (decrease) in net assets

     (594,365,874 )     (654,971,488 )

Net assets:

    

Beginning of year

     977,086,892       1,632,058,380  
        

End of year

   $ 382,721,018     $ 977,086,892  
        

Undistributed net investment income (distributions in excess of net investment income) included in net assets:

    

End of year

   $ 48,180,845     $ (2,396,222 )
        

 

The accompanying notes are an integral part of these financial statements.

 

FGR-16


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Franklin Global Real Estate Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Franklin Global Real Estate Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. At December 31, 2008, 62.27% of the Fund’s shares were held through one insurance company. The Fund offers three classes of shares: Class 1, Class 2, and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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.

 

Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the Fund. The investment manager 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 Depository 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. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. At December 31, 2008, a portion of the securities held by the Fund were fair valued. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Foreign Currency Translation

 

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust’s Board of Trustees.

 

FGR-17


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Global Real Estate Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

b. Foreign Currency Translation (continued)

 

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. Joint Repurchase Agreement

 

The Fund may enter into a joint repurchase agreement whereby its uninvested cash balance is deposited into a joint cash account with other funds managed by the investment manager or an affiliate of the investment manager and is used to invest in one or more repurchase agreements. The value and face amount of the joint repurchase agreement are allocated to the funds based on their pro-rata interest. A repurchase agreement is accounted for as a loan by the fund to the seller, collateralized by securities which are delivered to the fund’s custodian. The market value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the funds, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. The joint repurchase agreement held by the Fund at year end had been entered into on December 31, 2008. The joint repurchase agreement is valued at cost.

 

d. Securities Purchased on a Delayed Delivery Basis

 

The Fund may purchase securities on a delayed delivery basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Fund will generally purchase these securities with the intention of holding the securities, it may sell the securities before the settlement date. Sufficient assets have been segregated for these securities.

 

e. Foreign Currency Contracts

 

When the Fund purchases or sells foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The Fund may also enter into forward exchange contracts to hedge against fluctuations in foreign exchange rates. These contracts are valued daily by the Fund and the unrealized appreciation or depreciation on the contracts, as measured by the difference between the contractual forward foreign exchange rates and the forward rates at the reporting date, are included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities.

 

f. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

FGR-18


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Global Real Estate Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

f. Income Taxes (continued)

 

Foreign securities held by the Fund may be subject to foreign taxation on dividend income received. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

g. 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.

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

Distributions received by the Trust from certain securities may be a return of capital (ROC). Such distributions reduce the cost basis of the securities, and any distributions in excess of the cost basis are recognized as capital gains.

 

h. 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.

 

i. Guarantees and Indemnifications

 

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

 

FGR-19


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Global Real Estate Securities Fund

2. SHARES OF BENEFICIAL INTEREST

 

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   8,666     $ 137,517     9,797     $ 284,754  

Shares issued in reinvestment of distributions

   1,051,855       18,060,354     352,092       10,774,004  

Shares redeemed

   (734,804 )     (13,086,771 )   (1,072,312 )     (33,341,557 )
        

Net increase (decrease)

   325,717     $ 5,111,100     (710,423 )   $ (22,282,799 )
        
Class 2 Shares:                         

Shares sold

   1,073,979     $ 16,369,385     1,033,159     $ 30,946,099  

Shares issued in reinvestment of distributions

   10,644,759       179,151,291     4,012,907       120,748,382  

Shares redeemed

   (15,122,736 )     (267,535,598 )   (12,264,638 )     (352,488,018 )
        

Net increase (decrease)

   (3,403,998 )   $ (72,014,922 )   (7,218,572 )   $ (200,793,537 )
        
Class 4 Shares:                         

Shares sold

   214     $ 5,000      
                    

 

a

For the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Templeton Institutional, LLC (FT Institutional)

   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 FT Institutional based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets
0.800%   

Up to and including $500 million

0.700%   

Over $500 million, up to and including $1 billion

0.650%   

Over $1 billion, up to and including $1.5 billion

0.600%   

Over $1.5 billion, up to and including $6.5 billion

0.580%   

Over $6.5 billion, up to and including $11.5 billion

0.560%   

Over $11.5 billion, up to and including $16.5 billion

0.540%   

Over $16.5 billion, up to and including $19 billion

0.530%   

Over $19 billion, up to and including $21.5 billion

0.520%   

In excess of $21.5 billion

 

Effective February 1, 2008, Franklin Advisers, Inc., an affiliate of FT Institutional, no longer provides subadvisory services to the Fund.

 

FGR-20


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Global Real Estate Securities Fund

3. TRANSACTIONS WITH AFFILIATES (continued)

 

b. Administrative Fees

 

The Fund pays an administrative fee to FT Services of 0.25% per year of the average daily net assets of the Fund.

 

c. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.35% per year of its average daily net assets of each class. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 2.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

e. Waiver and Expense Reimbursements

 

FT Services and FT Institutional have agreed in advance to waive all or a portion of their respective fees through April 30, 2012. Total expenses waived are not subject to reimbursement by the Fund subsequent to the Fund’s fiscal year end.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

5. INCOME TAXES

 

For tax purposes, capital losses may be carried over to offset future capital gains, if any. At December 31, 2008, the Fund had tax basis capital losses of $153,324,128 expiring in 2016.

 

For tax purposes, realized capital losses and realized currency losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses and realized currency losses of $50,972,782 and $5,502,294, respectively.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from:

     

Ordinary income

   $ 7,267,385    $ 37,911,390

Long term capital gain

     189,945,565      93,610,996
      
   $ 197,212,950    $ 131,522,386
      

 

FGR-21


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Global Real Estate Securities Fund

5. INCOME TAXES (continued)

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation), and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 567,299,504  
        

Unrealized appreciation

   $ 28,076,092  

Unrealized depreciation

     (212,427,122 )
        

Net unrealized appreciation (depreciation)

   $ (184,351,030 )
        

Distributable earnings-undistributed ordinary income

   $ 48,294,653  
        

 

Net investment income differs for financial statement and tax purposes primarily due to differing treatments of foreign currency transactions and passive foreign investment company shares.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales, foreign currency transactions, and passive foreign investment company shares.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $507,082,171 and $703,032,863, respectively.

 

7. FORWARD EXCHANGE CONTRACTS

 

At December 31, 2008, the Fund had the following forward exchange contracts outstanding:

 

      Contract
Amount
a
   Settlement
Date
   Unrealized
Appreciation
   Unrealized
Depreciation
 
Contracts to Buy                      
4,400,186   

Australian Dollar

   2,839,000    1/12/09    $ 273,163    $  
172,558,000   

Japanese Yen

   1,912,000    1/13/09           (9,511 )
728,609,505   

Japanese Yen

   7,566,000    1/13/09      467,078       
2,529,420   

British Pound Sterling

   3,783,000    1/15/09           (90,190 )
1,867,910   

Euro

   2,363,000    1/15/09      247,097       
7,010,598   

British Pound Sterling

   11,552,000    1/16/09           (1,317,205 )
2,332,260   

Canadian Dollar

   1,890,000    1/16/09      26,221       
200,575,944   

Japanese Yen

   2,148,000    1/16/09      63,527       
2,830,616   

Australian Dollar

   1,875,000    2/17/09      119,831       
237,932,590   

Japanese Yen

   2,471,000    2/17/09      154,103       

 

FGR-22


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Global Real Estate Securities Fund

7. FORWARD EXCHANGE CONTRACTS (continued)

 

      Contract
Amount
a
   Settlement
Date
   Unrealized
Appreciation
   Unrealized
Depreciation
 
Contracts to Sell                      
10,823,146   

Australian Dollar

   7,110,788    1/12/09    $    $ (544,205 )
1,343,730,329   

Japanese Yen

   13,720,434    1/13/09           (1,094,484 )
5,528,648   

British Pound Sterling

   9,026,636    1/15/09      955,121       
6,661,268   

Euro

   9,013,059    1/15/09           (294,966 )
25,341,968   

Australian Dollar

   17,639,021    1/16/09           (276,240 )
13,492,473   

British Pound Sterling

   23,444,179    1/16/09      3,746,472       
4,344,499   

Canadian Dollar

   3,749,718    1/16/09      180,211       
354,447,957   

Japanese Yen

   3,617,692    1/16/09           (290,410 )
2,815,790   

Singapore Dollar

   1,933,369    1/16/09           (31,364 )
2,482,598   

Canadian Dollar

   2,043,459    1/23/09      3,948       
17,666,853   

Australian Dollar

   11,344,835    2/17/09           (1,105,597 )
4,021,142   

British Pound Sterling

   6,018,845    2/17/09      152,634       
7,556,418   

Euro

   9,465,170    2/17/09           (1,081,513 )
937,860,053   

Japanese Yen

   9,900,823    2/17/09           (446,560 )
1,322,712   

Singapore Dollar

   878,120    2/17/09           (43,663 )
3,477,957   

Canadian Dollar

   2,788,947    2/23/09           (67,848 )
8,050,185   

Euro

   10,720,431    3/18/09           (507,472 )
20,645,478   

Australian Dollar

   13,742,320    3/19/09           (776,746 )
5,079,017   

British Pound Sterling

   7,714,523    3/19/09      307,511       
49,037,075   

Hong Kong Dollar

   6,330,795    3/19/09      360       
984,669,158   

Japanese Yen

   10,889,272    3/19/09      17,965       
4,001,768   

New Zealand Dollar

   2,191,088    3/19/09           (126,730 )
1,859,934   

Singapore Dollar

   1,259,691    3/19/09           (35,347 )
22,282,722   

South African Rand

   2,138,758    3/19/09           (181,664 )
4,118,402   

Australian Dollar

   2,807,926    3/25/09           (87,272 )
5,857,326   

Euro

   8,153,398    3/25/09           (14,702 )
2,493,006   

Singapore Dollar

   1,708,357    3/25/09           (27,296 )
504,978,291   

Japanese Yen

   5,618,361    3/26/09      42,141       
Unrealized appreciation (depreciation) on offsetting forward exchange contracts            89,202      (32,770 )
                 
Unrealized appreciation (depreciation) on forward exchange contracts            6,846,585      (8,483,755 )
                 
Net unrealized appreciation (depreciation) on forward exchange contracts             $ (1,637,170 )
                    

 

aIn

U.S. dollars unless otherwise indicated.

 

8. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

SFAS 157 establishes a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Trust’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

FGR-23


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Global Real Estate Securities Fund

8. FAIR VALUE MEASUREMENTS (continued)

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets and liabilities carried at fair value:

 

     Level 1    Level 2    Level 3    Total

Assets:

           

Investments in Securities

   $ 337,420,117    $ 45,528,357    $   —    $ 382,948,474

Other Financial Instrumentsa

          6,846,585           6,846,585

Liabilities:

           

Other Financial Instrumentsa

          8,483,755           8,483,755

 

aOther

financial instruments includes net unrealized appreciation (depreciation) of forward exchange contracts.

 

9. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

10. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with certain other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

 

 

ABBREVIATIONS

 

Selected Portfolio

REIT - Real Estate Investment Trust

 

FGR-24


Franklin Templeton Variable Insurance Products Trust

 

Franklin Global Real Estate Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Global Real Estate Securities Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

FGR-25


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Franklin Global Real Estate Securities Fund

 

Under Section 852(b)(3)(C) of the Internal Revenue Code, the Fund designates the maximum amount allowable but no less than $189,945,566 as a long term capital gain dividend for the fiscal year ended December 31, 2008.

 

FGR-26


FRANKLIN GROWTH AND INCOME SECURITIES FUND

 

This annual report for Franklin Growth and Income Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Annual average total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   -35.17%    -3.37%    +0.48%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -31.00%.

 

Total Return Index Comparison for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Standard & Poor’s 500 Index (S&P 500), the Lipper VIP Equity Income Funds Classification Average and the Consumer Price Index (CPI). One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Sources: © 2009 Morningstar; Lipper Inc. Please see Index Descriptions following the Fund Summaries.

 

Franklin Growth and Income Securities Fund Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

 

 

FGI-1


 

Fund Goals and Main Investments: Franklin Growth and Income Securities Fund seeks capital appreciation with current income as a secondary goal. The Fund normally invests predominantly in a broadly diversified portfolio of equity securities, including securities convertible into common stock.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund performed better than its benchmark, the S&P 500, which had a -37.00% total return.1 The Fund performed comparably to its peers as measured by the Lipper VIP Equity Income Funds Classification Average, which had a -35.83% return for the same period.2 Please note that the Fund invests primarily in stocks with above average dividend yields. As a result, its holdings and returns may differ from those of the S&P 500, which include nondividend-paying stocks and do not focus on dividend yield.

 

Economic and Market Overview

 

In 2008, economic conditions deteriorated. The Conference Board’s Consumer Confidence Index fell to an all-time low since it began in 1967 as the U.S. economy faltered and stock markets declined. The government’s abrupt conservatorship of Fannie Mae and Freddie Mac and the failure of several blue-chip banks and financial institutions roiled equity markets. Despite government interventions and massive emergency funding, the nation’s economic troubles were exacerbated as manufacturing activity weakened at its fastest pace in nearly 30 years and as home prices continued to fall. Jobless claims mounted and the unemployment rate rose to 7.2% by period-end.3 Economic growth, as measured by gross domestic product (GDP), rebounded from a 0.9% annualized rate in the first quarter of 2008 to a 2.8% annualized pace in the second quarter, largely due to strong exports and government spending. However, in the third and fourth quarters of 2008, GDP fell at annualized rates of 0.5% and an estimated 3.8%, reflecting a broad-based contraction in consumer spending, falling corporate profits and slowing export growth.

 

1. Source: © 2009 Morningstar.

2. Source: Lipper Inc.

One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

3. Source: Bureau of Labor Statistics.

 

Fund Risks: The Fund’s investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. Common stocks with higher dividend yields can be sensitive to interest rate movements. By having significant investments in particular sectors from time to time, such as financial services, energy, health care/pharmaceuticals, technology and telecommunications, the Fund may be at greater risk of adverse developments in a sector than a fund that invests more broadly. Foreign investing, especially in emerging markets, involves additional risks, including currency fluctuations, economic instability, market volatility, and political and social instability. The Fund’s prospectus also includes a description of the main investment risks.

 

FGI-2


Oil prices soared to a record high in July, rising above $145 per barrel, before dramatically retreating to $45 by period-end. Many other commodities such as agricultural products and precious and base metals followed similar trends. Partially as a result of the steep price corrections, inflation declined significantly late in the review period, and December’s inflation rate was an annualized 0.1%.3 Core inflation, which excludes food and energy costs, rose at a 1.8% annual rate; this level was within the Federal Reserve Board’s (Fed’s) informal target range of 1.5%–2.0%.3

 

A slowing economy and decelerating inflation prompted policymakers to further lower interest rates and enact stimulus plans. During the year under review, the Fed lowered the federal funds target rate to a range of 0% to 0.25% from 4.25% at the start of the reporting period. The Fed and U.S. Treasury Department also introduced new programs such as the Primary Dealer Credit Facility (PDCF) and the Troubled Asset Relief Program (TARP), which were intended to enhance market liquidity.

 

Volatility remained high throughout the reporting period but intensified in the latter half of the year as stocks fluctuated wildly and Treasury prices soared. The year was among the worst in history for U.S. stock market performance. For the 12 months under review, the blue chip stocks of the Dow Jones Industrial Average had a total return of -31.93%, the broader S&P 500 a -37.00% total return, and the technology-heavy NASDAQ Composite Index a -40.03% total return.4 All sectors lost value, and the financials, materials and information technology sectors had the largest declines.

 

Investment Strategy

 

We are research-driven, fundamental investors, pursuing a disciplined investment strategy. As bottom-up investors focusing primarily on individual securities, we seek companies that offer current dividend yields and present, in our opinion, the best trade-off between valuation, potential earnings growth and business risk. Special emphasis is placed upon dividend yield as we believe that high relative dividend yield can be a good indicator of value.

 

4. Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

LOGO

 

FGI-3


Manager’s Discussion

 

During the year under review, Fund performance was hurt by the challenging economic and market environment. The financials sector in particular weighed on Fund returns. Among the major detractors in financials were Citigroup and Lehman Brothers Holdings (sold by period-end).

 

A position in specialty retailer Nordstrom hindered the Fund’s absolute returns as a result of the contracting economy and a pullback in consumer spending. Other holdings that detracted from performance included aluminum producer Alcoa (sold by period-end) and oil and gas company Chesapeake Energy, whose shares fell as commodity prices sharply corrected in the second half of the year. Global chemical manufacturer Dow Chemical also hampered the Fund’s results as demand for many of its products softened during the period.

 

The Fund, however, also had some contributors to performance. During the review period, U.S. beer maker Anheuser-Busch (sold by period-end) was among the Fund’s top performers following its acquisition by Belgium-based brewer InBev. The Fund also benefited from a position in Capital One Financial Group (sold by period-end), which performed well for the period we held it. Other holdings that had positive returns during the reporting period included equity positions in homebuilder KB Home and defense contractor Raytheon (sold by period-end). A corporate bond position in global consumer finance company American Express and a convertible bond from cruise operator Carnival also contributed to performance.

 

Thank you for your participation in Franklin Growth and Income Securities Fund. We look forward to serving your future investment needs.

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

Top 10 Holdings

Franklin Growth and Income Securities Fund

12/31/08

 

Company
Sector/Industry
  % of Total
Net Assets
Roche Holding AG (Switzerland)   3.6%
Health Care  
The Coca-Cola Co.   2.8%
Consumer Staples  
Mylan Inc.   2.7%
Health Care  
ConocoPhillips   2.7%
Energy  
Schering-Plough Corp.   2.6%
Health Care  
Bank of America Corp.   2.5%
Financials  
PG&E Corp.   2.4%
Utilities  
Microchip Technology Inc.   2.4%
Information Technology  
Diageo PLC, ADR (U.K.)   2.4%
Consumer Staples  
American Express Credit Corp.   2.4%
Financials  

 

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments.

 

FGI-4


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Franklin Growth and Income Securities Fund Class 4

 

FGI-5


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

   Ending
Account
Value 12/31/08
   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 733.30    $ 4.05

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,020.46    $ 4.72

 

*Expenses are calculated using the most recent six-month annualized expense ratio for the Fund’s Class 4 shares (0.93%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

FGI-6


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Franklin Growth and Income Securities Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 15.07     $ 16.83     $ 15.60     $ 15.60     $ 14.44  
        

Income from investment operationsa:

          

Net investment incomeb

     0.39       0.41       0.42       0.42       0.40  

Net realized and unrealized gains (losses)

     (5.17 )     (0.82 )     2.05       0.15       1.14  
        

Total from investment operations

     (4.78 )     (0.41 )     2.47       0.57       1.54  
        

Less distributions from:

          

Net investment income

     (0.45 )     (0.42 )     (0.43 )     (0.43 )     (0.38 )

Net realized gains

     (1.12 )     (0.93 )     (0.81 )     (0.14 )      
        

Total distributions

     (1.57 )     (1.35 )     (1.24 )     (0.57 )     (0.38 )
        

Net asset value, end of year

   $ 8.72     $ 15.07     $ 16.83     $ 15.60     $ 15.60  
        

Total returnc

     (34.95)%       (3.46)%       17.05%       3.71%       10.91%  

Ratios to average net assets

          

Expensesd

     0.55%       0.52%       0.54%       0.51%       0.52%  

Net investment income

     3.17%       2.47%       2.63%       2.74%       2.77%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 162,936     $ 306,691     $ 388,751     $ 405,245     $ 471,596  

Portfolio turnover rate

     30.66%       36.66%       23.05%       43.89%       40.15%  

 

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

 

 

The accompanying notes are an integral part of these financial statements.

 

FGI-7


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Growth and Income Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 14.86     $ 16.62     $ 15.42     $ 15.43     $ 14.31  
        

Income from investment operationsa:

          

Net investment incomeb

     0.35       0.37       0.37       0.38       0.37  

Net realized and unrealized gains (losses)

     (5.10 )     (0.82 )     2.03       0.15       1.12  
        

Total from investment operations

     (4.75 )     (0.45 )     2.40       0.53       1.49  
        

Less distributions from:

          

Net investment income

     (0.40 )     (0.38 )     (0.39 )     (0.40 )     (0.37 )

Net realized gains

     (1.12 )     (0.93 )     (0.81 )     (0.14 )      
        

Total distributions

     (1.52 )     (1.31 )     (1.20 )     (0.54 )     (0.37 )
        

Net asset value, end of year

   $ 8.59     $ 14.86     $ 16.62     $ 15.42     $ 15.43  
        

Total returnc

     (35.14)%       (3.71)%       16.76%       3.51%       10.61%  

Ratios to average net assets

          

Expensesd

     0.80%       0.77%       0.79%       0.76%       0.77%  

Net investment income

     2.92%       2.22%       2.38%       2.49%       2.52%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 141,359     $ 312,692     $ 348,724     $ 313,286     $ 263,146  

Portfolio turnover rate

     30.66%       36.66%       23.05%       43.89%       40.15%  

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FGI-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Growth and Income Securities Fund

 

Class 4    Period Ended
December 31,
2008
a
 

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 14.16  
        

Income from investment operationsb:

  

Net investment incomec

     0.29  

Net realized and unrealized gains (losses)

     (4.18 )
        

Total from investment operations

     (3.89 )
        

Less distributions from:

  

Net investment income

     (0.45 )

Net realized gains

     (1.12 )
        

Total distributions

     (1.57 )
        

Net asset value, end of period

   $ 8.70  
        

Total returnd

     (31.00)%  

Ratios to average net assetse

  

Expensesf

     0.90%  

Net investment income

     2.82%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 3  

Portfolio turnover rate

     30.66%  

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

 

The accompanying notes are an integral part of these financial statements.

 

FGI-9


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Franklin Growth and Income Securities Fund    Country      Shares      Value

Common Stocks 70.0%

            

Consumer Discretionary 5.2%

            

Autoliv Inc.

   Sweden      87,200      $ 1,871,313

Best Buy Co. Inc.

   United States      166,600        4,683,126

The Home Depot Inc.

   United States      230,900        5,315,318

Nordstrom Inc.

   United States      305,000        4,059,550
                
               15,929,307
                

Consumer Staples 7.4%

            

The Coca-Cola Co.

   United States      185,300        8,388,531

Diageo PLC, ADR

   United Kingdom      127,800        7,251,372

Unilever NV, N.Y. shs.

   Netherlands      274,600        6,741,430
                
               22,381,333
                

Energy 9.4%

            

Chesapeake Energy Corp.

   United States      183,987        2,975,070

Chevron Corp.

   United States      88,100        6,516,757

ConocoPhillips

   United States      157,000        8,132,600

Exxon Mobil Corp.

   United States      81,944        6,541,589

Halliburton Co.

   United States      250,000        4,545,000
                
               28,711,016
                

Financials 9.0%

            

AFLAC Inc.

   United States      118,300        5,422,872

Bank of America Corp.

   United States      311,112        4,380,457

Citigroup Inc.

   United States      299,600        2,010,316

iStar Financial Inc.

   United States      300,300        669,669

JPMorgan Chase & Co.

   United States      146,870        4,630,811

Marsh & McLennan Cos. Inc.

   United States      204,100        4,953,507

Wells Fargo & Co.

   United States      176,500        5,203,220
                
               27,270,852
                

Health Care 7.5%

            

Johnson & Johnson

   United States      84,700        5,067,601

Pfizer Inc.

   United States      381,900        6,763,449

Roche Holding AG

   Switzerland      72,300        11,001,732
                
                 22,832,782
                

Industrials 14.7%

            

3M Co.

   United States      119,700        6,887,538

The Boeing Co.

   United States      106,300        4,535,821

Caterpillar Inc.

   United States      148,500        6,633,495

General Electric Co.

   United States      335,300        5,431,860

J.B. Hunt Transport Services Inc.

   United States      157,800        4,145,406

Pitney Bowes Inc.

   United States      188,000        4,790,240

United Parcel Service Inc., B

   United States      113,300        6,249,628

Waste Management Inc.

   United States      179,600        5,951,944
                
               44,625,932
                

Information Technology 8.0%

            

Intel Corp.

   United States      489,200        7,171,672

Microsoft Corp.

   United States      304,500        5,919,480

Nokia Corp., ADR

   Finland      298,400        4,655,040

Paychex Inc.

   United States      249,400        6,554,232
                
               24,300,424
                

 

FGI-10


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Growth and Income Securities Fund    Country      Shares      Value

Common Stocks (continued)

            

Materials 2.1%

            

The Dow Chemical Co.

   United States        213,200      $ 3,217,188

Weyerhaeuser Co.

   United States        103,700        3,174,257
                
               6,391,445
                

Telecommunication Services 2.0%

            

AT&T Inc.

   United States        213,497        6,084,665
                

Utilities 4.7%

            

Dominion Resources Inc.

   United States        192,700        6,906,368

PG&E Corp.

   United States        191,100        7,397,481
                
               14,303,849
                

Total Common Stocks (Cost $276,231,015)

               212,831,605
                

Preferred Stocks (Cost $8,133,100) 0.1%

            

Financials 0.1%

            

Fannie Mae, 8.25%, pfd.

   United States        325,000        269,750
                

Convertible Preferred Stocks 7.8%

            

Consumer Discretionary 0.4%

            

General Motors Corp., 6.25%, cvt. pfd., C

   United States        420,000        1,344,000
                

Financials 2.5%

            

Bank of America Corp., 7.25%, cvt. pfd., L

   United States        5,100        3,315,000

Wachovia Corp., 7.50%, cvt. pfd., L

   United States        5,600        4,200,000
                
               7,515,000
                

Health Care 2.6%

            

Schering-Plough Corp., 6.00%, cvt. pfd.

   United States        46,400        8,027,284
                

Utilities 2.3%

            

Entergy Corp., 7.625%, cvt. pfd.

   United States        135,000        6,857,325
                

Total Convertible Preferred Stocks (Cost $36,543,414)

               23,743,609
                
            Principal
Amount
      

Corporate Bonds 5.5%

            

Consumer Staples 1.2%

            

Altria Group Inc., senior note, 8.50%, 11/10/13

   United States      $ 3,500,000        3,628,678
                

Financials 4.3%

            

American Express Credit Corp., C, 7.30%, 8/20/13

   United States        7,000,000        7,172,109

aJPMorgan Chase & Co., junior sub. note, 1, 7.90%, Perpetual

   United States          7,000,000        5,838,182
                
               13,010,291
                

Total Corporate Bonds (Cost $16,737,910)

               16,638,969
                

Convertible Bonds 6.2%

            

Consumer Discretionary 1.1%

            

Carnival Corp., cvt., senior deb., 2.00%, 4/15/21

   United States        3,656,000        3,317,820
                

Health Care 2.7%

            

bMylan Inc., 144A, cvt., 3.75%, 9/15/15

   United States        9,000,000        8,190,000
                

 

FGI-11


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Growth and Income Securities Fund    Country      Principal
Amount
     Value

Convertible Bonds (continued)

            

Information Technology 2.4%

            

Microchip Technology Inc., cvt., 2.125%, 12/15/37

   United States      $ 11,600,000      $ 7,395,000
                

Total Convertible Bonds (Cost $21,039,255)

               18,902,820
                

Total Investments before Short Term Investments
(Cost $358,684,694)

               272,386,753
                

Short Term Investments (Cost $30,848,802) 10.1%

            

Repurchase Agreements 10.1%

            

cJoint Repurchase Agreement, 0.019%, 1/02/09 (Maturity Value $30,848,835)

   United States        30,848,802        30,848,802

Banc of America Securities LLC (Maturity Value $4,761,208)

Barclays Capital Inc. (Maturity Value $4,534,779)

BNP Paribas Securities Corp. (Maturity Value $6,046,372)

Credit Suisse Securities (USA) LLC (Maturity Value $6,046,372)

Deutsche Bank Securities Inc. (Maturity Value $3,489,312)

HSBC Securities (USA) Inc. (Maturity Value $4,534,779)

UBS Securities LLC (Maturity Value $1,436,013)

            

Collateralized by U.S. Government Agency Securities, 3.50% - 7.00%, 6/15/09 - 5/20/22;
dU.S. Government Agency Discount Notes, 1/05/09 - 10/19/09; dU.S. Treasury Bills, 1/15/09; and U.S. Treasury Notes, 0.875% - 4.625%, 7/15/09 - 2/28/11

            
                

Total Investments (Cost $389,533,496) 99.7%

               303,235,555

Other Assets, less Liabilities 0.3%

               1,062,682
                

Net Assets 100.0%

             $ 304,298,237
                

 

See Abbreviations on page FGI - 21.

 

 

aPerpetual security with no stated maturity date.

bSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. This security has been deemed liquid under guidelines approved by the Trust’s Board of Trustees. At December 31, 2008, the value of this security was $8,190,000, representing 2.69% of net assets.

cSee Note 1(c) regarding joint repurchase agreement.

dThe security is traded on a discount basis with no stated coupon rate.

 

The accompanying notes are an integral part of these financial statements.

 

FGI-12


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Franklin Growth
and Income
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 358,684,694  

Cost - Repurchase agreements

     30,848,802  
        

Total cost of investments

   $ 389,533,496  
        

Value - Unaffiliated issuers

   $ 272,386,753  

Value - Repurchase agreements

     30,848,802  
        

Total value of investments

     303,235,555  

Receivables:

  

Capital shares sold

     422  

Dividends and interest

     1,211,531  

Other assets

     245,689  
        

Total assets

     304,693,197  
        

Liabilities:

  

Payables:

  

Capital shares redeemed

     63,263  

Affiliates

     192,716  

Reports to shareholders

     105,913  

Professional fees

     27,286  

Accrued expenses and other liabilities

     5,782  
        

Total liabilities

     394,960  
        

Net assets, at value

   $ 304,298,237  
        

Net assets consist of:

  

Paid-in capital

   $ 410,674,074  

Undistributed net investment income

     15,149,162  

Net unrealized appreciation (depreciation)

     (86,300,983 )

Accumulated net realized gain (loss)

     (35,224,016 )
        

Net assets, at value

   $ 304,298,237  
        

Class 1:

  

Net assets, at value

   $ 162,936,334  
        

Shares outstanding

     18,692,734  
        

Net asset value and maximum offering price per share

   $ 8.72  
        

Class 2:

  

Net assets, at value

   $ 141,358,833  
        

Shares outstanding

     16,455,686  
        

Net asset value and maximum offering price per share

   $ 8.59  
        

Class 4:

  

Net assets, at value

   $ 3,070  
        

Shares outstanding

     353  
        

Net asset value and maximum offering price per share

   $ 8.70  
        

 

The accompanying notes are an integral part of these financial statements.

 

FGI-13


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Franklin Growth
and Income
Securities Fund
 

Investment income:

  

Dividends

   $ 16,640,158  

Interest

     784,570  
        

Total investment income

     17,424,728  
        

Expenses:

  

Management fees (Note 3a)

     2,363,716  

Distribution fees: (Note 3c)

  

Class 2

     574,678  

Class 4

     12  

Unaffiliated transfer agent fees

     750  

Custodian fees (Note 4)

     13,222  

Reports to shareholders

     132,308  

Professional fees

     43,950  

Trustees’ fees and expenses

     2,555  

Other

     20,925  
        

Total expenses

     3,152,116  

Expense reductions (Note 4)

     (3,366 )
        

Net expenses

     3,148,750  
        

Net investment income

     14,275,978  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments

     (30,382,177 )

Foreign currency transactions

     (2,757 )
        

Net realized gain (loss)

     (30,384,934 )
        

Net change in unrealized appreciation (depreciation) on:

  

Investments

     (174,273,745 )

Translation of other assets and liabilities denominated in foreign currencies

     (3,042 )
        

Net change in unrealized appreciation (depreciation)

     (174,276,787 )
        

Net realized and unrealized gain (loss)

     (204,661,721 )
        

Net increase (decrease) in net assets resulting from operations

   $ (190,385,743 )
        

 

The accompanying notes are an integral part of these financial statements.

 

FGI-14


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Franklin Growth and Income
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 14,275,978     $ 16,948,093  

Net realized gain (loss) from investments and foreign currency transactions

     (30,384,934 )     37,953,952  

Net change in unrealized appreciation (depreciation) on investments and translation of other assets and liabilities denominated in foreign currencies

     (174,276,787 )     (76,998,728 )
        

Net increase (decrease) in net assets resulting from operations

     (190,385,743 )     (22,096,683 )
        

Distributions to shareholders from:

    

Net investment income:

    

Class 1

     (8,476,479 )     (8,774,492 )

Class 2

     (7,499,080 )     (8,436,065 )

Class 4

     (160 )      

Net realized gains:

    

Class 1

     (20,947,837 )     (19,524,195 )

Class 2

     (20,755,554 )     (20,561,240 )

Class 4

     (395 )      
        

Total distributions to shareholders

     (57,679,505 )     (57,295,992 )
        

Capital share transactions: (Note 2)

    

Class 1

     (18,020,538 )     (44,846,830 )

Class 2

     (49,003,980 )     6,147,390  

Class 4

     5,000        
        

Total capital share transactions

     (67,019,518 )     (38,699,440 )
        

Net increase (decrease) in net assets

     (315,084,766 )     (118,092,115 )

Net assets:

    

Beginning of year

     619,383,003       737,475,118  
        

End of year

   $ 304,298,237     $ 619,383,003  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 15,149,162     $ 16,941,787  
        

 

The accompanying notes are an integral part of these financial statements.

 

FGI-15


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Franklin Growth and Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Franklin Growth and Income Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. At December 31, 2008, 75.06% of the Fund’s shares were held through one insurance company. The Fund offers three classes of shares: Class 1, Class 2, and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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.

 

Corporate debt securities generally trade in the over-the-counter market rather than on a securities exchange. The Trust may utilize independent pricing services, quotations from bond dealers, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Trust’s pricing services may use valuation models or matrix pricing which considers information with respect to comparable bond and note transactions, quotations from bond dealers, or by reference to other securities that are considered comparable in such characteristics as rating, interest rate and maturity date, option adjusted spread models, prepayment projections, interest rate spreads and yield curves, to determine current value.

 

Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the Fund. The investment manager 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 Depository 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. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Foreign Currency Translation

 

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction

 

FGI-16


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Growth and Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

b. Foreign Currency Translation (continued)

 

date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust’s Board of Trustees.

 

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. Joint Repurchase Agreement

 

The Fund may enter into a joint repurchase agreement whereby its uninvested cash balance is deposited into a joint cash account with other funds managed by the investment manager or an affiliate of the investment manager and is used to invest in one or more repurchase agreements. The value and face amount of the joint repurchase agreement are allocated to the funds based on their pro-rata interest. A repurchase agreement is accounted for as a loan by the fund to the seller, collateralized by securities which are delivered to the fund’s custodian. The market value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the funds, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. The joint repurchase agreement held by the Fund at year end had been entered into on December 31, 2008. The joint repurchase agreement is valued at cost.

 

d. Foreign Currency Contracts

 

When the Fund purchases or sells foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities.

 

e. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

f. Security Transactions, Investment Income, Expenses and Distributions

 

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividend income is recorded on the ex-dividend date except that

 

FGI-17


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Growth and Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

f. Security Transactions, Investment Income, Expenses and Distributions (continued)

 

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.

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

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

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   16,555     $ 196,921     27,512     $ 465,422  

Shares issued in reinvestment of distributions

   2,324,196       29,424,315     1,649,108       28,298,687  

Shares redeemed

   (4,003,019 )     (47,641,774 )   (4,423,307 )     (73,610,939 )
        

Net increase (decrease)

   (1,662,268 )   $ (18,020,538 )   (2,746,687 )   $ (44,846,830 )
        
Class 2 Shares:                         

Shares sold

   705,175     $ 8,223,845     3,345,833     $ 57,300,105  

Shares issued in reinvestment of distributions

   2,262,180       28,254,634     1,710,755       28,997,305  

Shares redeemed

   (7,557,698 )     (85,482,459 )   (4,996,720 )     (80,150,020 )
        

Net increase (decrease)

   (4,590,343 )   $ (49,003,980 )   59,868     $ 6,147,390  
        
Class 4 Shares:                         

Shares sold

   353     $ 5,000      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

FGI-18


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Growth and Income Securities Fund

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Advisers, Inc. (Advisers)

   Investment manager

Franklin Templeton Services, LLC (FT Services)

   Administrative manager

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 Advisers based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets
0.625%   

Up to and including $100 million

0.500%   

Over $100 million, up to and including $250 million

0.450%   

Over $250 million, up to and including $7.5 billion

0.440%   

Over $7.5 billion, up to and including $10 billion

0.430%   

Over $10 billion, up to and including $12.5 billion

0.420%   

Over $12.5 billion, up to and including $15 billion

0.400%   

In excess of $15 billion

 

b. Administrative Fees

 

Under an agreement with Advisers, FT Services provides administrative services to the Fund. The fee is paid by Advisers based on average daily net assets, and is not an additional expense of the Fund.

 

c. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.35% per year of its average daily net assets of each class. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 2.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

5. INCOME TAXES

 

For tax purposes, capital losses may be carried over to offset future capital gains, if any. At December 31, 2008, the Fund had tax basis capital losses of $21,008,426 expiring in 2016.

 

FGI-19


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Growth and Income Securities Fund

 

5. INCOME TAXES (continued)

 

For tax purposes, realized capital losses and realized currency losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses and realized currency losses of $13,568,873 and $1,996, respectively.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from:

     

Ordinary Income

   $ 18,802,624    $ 22,500,691

Long term capital gain

     38,876,881      34,795,301
      
   $ 57,679,505    $ 57,295,992
      

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation), and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 390,483,308  
        

Unrealized appreciation

   $ 19,050,310  

Unrealized depreciation

     (106,298,063 )
        

Net unrealized appreciation (depreciation)

   $ (87,247,753 )
        

Distributable earnings – undistributed ordinary income

   $ 15,334,742  
        

 

Net investment income differs for financial statement and tax purposes primarily due to differing treatments of foreign currency transactions and bond discounts and premiums.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales, foreign currency transactions, bond discounts and premiums, and pass-through entity income.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $141,437,013 and $248,079,674, respectively.

 

7. CREDIT RISK

 

The Fund has 5.67% of its portfolio invested in high yield or other securities rated below investment grade. These securities may be more sensitive to economic conditions causing greater price volatility and are potentially subject to a greater risk of loss due to default than higher rated securities.

 

8. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

FGI-20


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Growth and Income Securities Fund

 

8. FAIR VALUE MEASUREMENTS (continued)

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets carried at fair value:

 

     Level 1    Level 2    Level 3    Total

Assets:

           

Investments in Securities

   $ 221,960,355    $ 81,275,200    $   —    $ 303,235,555

 

9. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

10. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with certain other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

 

 

ABBREVIATIONS

 

Selected Portfolio

ADR - American Depository Receipt

 

FGI-21


Franklin Templeton Variable Insurance Products Trust

 

Franklin Growth and Income Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Growth and Income Securities Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

FGI-22


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Franklin Growth and Income Securities Fund

 

Under Section 852(b)(3)(C) of the Internal Revenue Code (Code), the Fund designates the maximum amount allowable but no less than $38,876,881 as a long term capital gain dividend for the fiscal year ended December 31, 2008.

 

Under Section 854(b)(2) of the Code, the Fund designates 71.12% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended December 31, 2008.

 

FGI-23


FRANKLIN HIGH INCOME SECURITIES FUND

 

This annual report for Franklin High Income Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   -23.33%    -0.26%    +0.62%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -21.34%.

 

Total Return Index Comparison for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Credit Suisse (CS) High Yield Index and the Lipper VIP High Current Yield Funds Classification Average. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Sources: © 2009 Morningstar; Lipper Inc. Please see Index Descriptions following the Fund Summaries.

 

Franklin High Income Securities Fund – Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

FH-1


 

Fund Goals and Main Investments: Franklin High Income Securities Fund seeks a high level of current income with capital appreciation as a secondary goal. The Fund normally invests primarily to predominantly in debt securities offering high yield and expected total return.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund performed better than its benchmark, the CS High Yield Index, which had a -26.17% total return for the period under review.1 The Fund also performed better than its peers, as measured by the -26.93% return of the Lipper VIP High Current Yield Funds Classification Average.2

 

Economic and Market Overview

 

In 2008, economic conditions deteriorated. The Conference Board’s Consumer Confidence Index fell to an all-time low since it began in 1967 as the U.S. economy faltered and stock markets declined. The government’s abrupt conservatorship of Fannie Mae and Freddie Mac and the failure of several blue-chip banks and financial institutions roiled equity markets. Despite government interventions and massive emergency funding, the nation’s economic troubles were exacerbated as manufacturing activity weakened at its fastest pace in nearly 30 years and as home prices continued to fall. Jobless claims mounted and the unemployment rate rose to 7.2% by period-end.3 Economic growth, as measured by gross domestic product (GDP), rebounded from a 0.9% annualized rate in the first quarter of 2008 to a 2.8% annualized pace in the second quarter, largely due to strong exports and government spending. However, in the third and fourth quarters of 2008, GDP fell at annualized rates of 0.5% and an estimated 3.8%, reflecting a broad-based contraction in consumer spending, falling corporate profits and slowing export growth.

 

Oil prices soared to a record high in July, rising above $145 per barrel, before dramatically retreating to $45 by period-end. Many other commodities such as agricultural products and precious and base metals followed similar trends. Partially as a result of the steep price corrections, inflation declined significantly late in the review period, and December’s inflation rate was an annualized 0.1%.3 Core inflation, which excludes food and energy costs, rose at a 1.8% annual rate;

 

1. Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

2. Source: Lipper Inc. Please see Index Descriptions following the Fund Summaries.

 

One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

3. Source: Bureau of Labor Statistics.

 

Fund Risks: Because the Fund invests in bonds and other debt obligations, its share price and yield will be affected by interest rate movements. Bond prices generally move in the opposite direction of interest rates. Thus, as prices of bonds in the Fund adjust to a rise in interest rates, the Fund’s share price may decline. The Fund invests primarily to predominantly in high yield, lower-rated (junk) bonds, which generally have greater price swings and higher risk of default and loss of principal than investment-grade bonds. Foreign investing, especially in emerging markets, involves additional risks including currency fluctuations, economic instability, market volatility, and political and social instability. The Fund’s prospectus also includes a description of the main investment risks.

 

FH-2


this level was within the Federal Reserve Board’s (Fed’s) informal target range of 1.5%–2.0%.3 The core personal consumption expenditures price index reported a 12-month increase of 1.7%.4

 

A slowing economy and decelerating inflation prompted policymakers to further lower interest rates and enact stimulus plans. During the year under review, the Fed lowered the federal funds target rate to a range of 0% to 0.25% from 4.25% at the start of the reporting period. The Fed and U.S. Treasury Department also introduced new programs such as the Primary Dealer Credit Facility (PDCF) and the Troubled Asset Relief Program (TARP), which were intended to stimulate market liquidity.

 

Volatility remained high throughout the reporting period but intensified in the latter half of the year as stocks fluctuated wildly, Treasury prices soared and yields across the maturity spectrum plummeted. Investors drove the yield on the three-month Treasury bill to a multi-decade low, and LIBOR (London InterBank Offered Rate) rates, which banks charge one another for loans, jumped to record highs. Fixed income spreads were generally wide relative to Treasury yields over the period due to heightened market turbulence and risk aversion. The yield curve steepened and the spread between the two-year Treasury yield and the 10-year Treasury yield increased to 149 basis points (100 basis points equal one percentage point) at the end of December from 99 basis points at the beginning of the reporting period. The two-year Treasury bill yield fell from 3.05% to 0.76% over the 12-month period. Over the same period, the 10-year U.S. Treasury note yield fell from 4.04% to 2.25%.

 

Although there were some signs of strength early in the year, Lehman Brothers’ demise in September and American International Group’s downgrade soon thereafter threw financial markets into disarray. The U.S. Treasury’s attempts to stabilize the financial system calmed market participants somewhat; however, the U.S. financial and economic problems spread overseas and brought global economic health into question. In this environment, the outlook for corporate earnings moved sharply lower, including for the commodities sector, causing equity markets to drop significantly. The high yield market could not escape the widespread sell-off, and spread premiums above U.S. Treasury securities nearly tripled during 2008, ending the year near an all-time wide spread of 17.3 percentage points versus 5.9 percentage points at the beginning of the year.5

 

4. Source: Bureau of Economic Analysis.

5. Source: Credit Suisse.

 

LOGO

 

FH-3


Investment Strategy

 

We are research-driven, fundamental investors who rely on a team of analysts to provide in-depth industry expertise and use qualitative and quantitative analyses to evaluate companies. As bottom-up investors, we focus primarily on individual securities. We also consider sectors when choosing investments. In selecting securities for the Fund’s investment portfolio, we do not rely principally on ratings assigned by rating agencies, but perform our own independent analysis to evaluate an issuer’s creditworthiness. We consider a variety of factors, including an issuer’s experience and managerial strength, its sensitivity to economic conditions and its current financial condition.

 

Manager’s Discussion

 

In the context of unusually turbulent and distressed securities markets, the Fund had a negative return for the year under review. However, the Fund performed better than its benchmark, the CS High Yield Index, and its peer group, the Lipper VIP High Current Yield Funds Classification Average. We began the year somewhat conservatively positioned compared with the index, based on our view of market valuations versus our outlook for corporate fundamentals. However, beginning in the fall, investor risk appetites collapsed given the continued instability of numerous large financial institutions, increasing unemployment and a housing market that had not yet bottomed. The high yield market also experienced a marked uptick in default rates, and the lack of available credit for corporations and consumers increased concerns about many companies’ liquidity. These factors put significant downward pressure on secondary market prices; therefore, the Fund’s slightly more defensive positioning benefited results.

 

Certain industry positioning and specific holdings helped relative performance. Although we mainly use a bottom-up security selection process to manage the Fund, we also draw on our fundamental research process to take a broader view. For instance, the Fund increased its overweighted utilities position as we were attracted to the sector’s defensive nature, and utilities proved to be one of the best performing sectors in the CS High Yield Index during the year. Similarly, we maintained an overweighted position in the index’s top performing industry, wireless communications, which tends to be economically resilient and benefited during the year from some merger and acquisition activity.6 In addition, we were also overweighted in the industrials

 

6. Wireless communications holdings are in telecommunication services in the SOI.

 

FH-4


sector, despite concerns about the sector’s potential cyclicality.7 Several industrials companies appeared to us to be conservatively capitalized, therefore having ample liquidity to weather an economic recession. For this reason, we were comfortable taking an overweighted stance, which helped relative results since the sector performed better than the index.

 

Although the Fund’s overall positioning helped performance relative to the index, certain holdings and industry exposures hindered results. For example, the Fund initiated a position in Lehman Brothers during the year. Given the company’s subsequent default, our holding’s value declined. In terms of sector weightings, the Fund’s weightings in the chemicals and telecommunications industries versus the index hindered relative performance.8 The Fund was overweighted in chemicals during the year; however, the industry underperformed the overall index. The industry’s cyclical nature hurt performance, as might be expected, but the cancellation of some planned merger and acquisition activity also negatively affected the industry. In the telecommunications industry, the Fund was underweighted given our concerns about increased consumer transitions to wireless providers and generally high capital expenditure plans by major operators. Although we believed our concerns were valid, the industry performed better than the index largely due to its defensive characteristics and some positive price moves driven by corporate actions in the satellite sub-industry.

 

Thank you for your participation in Franklin High Income Securities Fund. We look forward to serving your future investment needs.

 

7. Industrials holdings are in capital goods and commercial and professional services in the SOI.

8. Chemicals holdings are in materials in the SOI; telecommunications holdings are in telecommunication services.

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

Top 10 Sectors/Industries

Franklin High Income Securities Fund 12/31/08

 

      % of Total
Net Assets
Energy    11.8%
Utilities    9.3%
Media    8.9%
Health Care Equipment & Services    8.1%
Materials    7.8%
Telecommunication Services    7.5%
Consumer Services    6.2%
Capital Goods    5.5%
Commercial & Professional Services    4.0%
Diversified Financials    3.8%

 

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).

 

FH-5


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Franklin High Income Securities Fund – Class 4

 

FH-6


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

   Ending
Account
Value 12/31/08
   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 776.10    $ 4.64

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,019.91    $ 5.28

 

*Expenses are calculated using the most recent six-month annualized expense ratio for the Fund’s Class 4 shares (1.04%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

FH-7


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Franklin High Income Securities Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 6.72     $ 6.96     $ 6.82     $ 6.99     $ 6.81  
        

Income from investment operationsa:

          

Net investment incomeb

     0.50       0.51       0.49       0.48       0.49  

Net realized and unrealized gains (losses)

     (1.92 )     (0.30 )     0.12       (0.23 )     0.15  
        

Total from investment operations

     (1.42 )     0.21       0.61       0.25       0.64  
        

Less distributions from net investment income

     (0.62 )     (0.45 )     (0.47 )     (0.42 )     (0.46 )
        

Net asset value, end of year

   $ 4.68     $ 6.72     $ 6.96     $ 6.82     $ 6.99  
        

Total returnc

     (23.16)%       3.02%       9.48%       3.72%       10.04%  

Ratios to average net assets

          

Expenses before expense reduction

     0.66%       0.61%       0.64%       0.60%       0.62%  

Expenses net of expense reduction

     0.66% d     0.61% d     0.63%       0.60% d     0.62% d

Net investment income

     8.30%       7.38%       7.14%       6.96%       7.17%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 38,225     $ 61,286     $ 77,641     $ 87,814     $ 109,569  

Portfolio turnover rate

     21.75%       40.65%       37.99%       47.60%       59.87%  

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FH-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin High Income Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 6.60     $ 6.85     $ 6.71     $ 6.90     $ 6.73  
        

Income from investment operationsa:

          

Net investment incomeb

     0.47       0.48       0.46       0.45       0.46  

Net realized and unrealized gains (losses)

     (1.88 )     (0.29 )     0.13       (0.23 )     0.16  
        

Total from investment operations

     (1.41 )     0.19       0.59       0.22       0.62  
        

Less distributions from net investment income

     (0.60 )     (0.44 )     (0.45 )     (0.41 )     (0.45 )
        

Net asset value, end of year

   $ 4.59     $ 6.60     $ 6.85     $ 6.71     $ 6.90  
        

Total returnc

     (23.38)%       2.72%       9.36%       3.31%       9.87%  

Ratios to average net assets

          

Expenses before expense reduction

     0.91%       0.86%       0.89%       0.85%       0.87%  

Expenses net of expense reduction

     0.91% d     0.86% d     0.88%       0.85% d     0.87% d

Net investment income

     8.05%       7.13%       6.89%       6.71%       6.92%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 84,396     $ 155,777     $ 166,318     $ 139,413     $ 122,579  

Portfolio turnover rate

     21.75%       40.65%       37.99%       47.60%       59.87%  

 

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton

Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FH-9


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin High Income Securities Fund

 

     Period Ended
December 31,

2008a
 
Class 4   

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 6.55  
        

Income from investment operationsb:

  

Net investment incomec

     0.39  

Net realized and unrealized gains (losses)

     (1.65 )
        

Total from investment operations

     (1.26 )
        

Less distributions from net investment income

     (0.62 )
        

Net asset value, end of period

   $ 4.67  
        

Total returnd

     (21.34)%  

Ratios to average net assetse

  

Expenses before expense reduction

     1.01%  

Expenses net of expense reductionf

     1.01%  

Net investment income

     7.95%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 2,244  

Portfolio turnover rate

     21.75%  

 

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

 

The accompanying notes are an integral part of these financial statements.

 

FH-10


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Franklin High Income Securities Fund    Country      Principal
Amount
a
     Value

b,cSenior Floating Rate Interests 1.5%

            

Consumer Services 0.3%

            

OSI Restaurant Partners LLC (Outback),
Pre-Funded Revolving Credit, 1.816%, 6/14/13

   United States      $ 54,086      $ 24,632

Term Loan B, 2.813%, 6/14/14

   United States        640,921        291,886
                
               316,518
                

Media 0.3%

            

Univision Communications Inc., Initial Term Loan, 2.711%, 9/29/14

   United States        1,000,000        411,111
                

Utilities 0.9%

            

Dynegy Holdings Inc.,
Term L/C Facility, 1.97%, 4/02/13

   United States        1,386,133        1,049,996

Term Loan B, 1.97%, 4/02/13

   United States        112,725        85,389
                
               1,135,385
                

Total Senior Floating Rate Interests (Cost $2,716,611)

                   1,863,014
                

Corporate Bonds 87.4%

            

Automobiles & Components 2.8%

            

Ford Motor Credit Co. LLC,
7.80%, 6/01/12

   United States        1,500,000        1,053,072

senior note, 9.875%, 8/10/11

   United States        2,200,000        1,623,822

dTRW Automotive Inc., senior note, 144A, 7.25%, 3/15/17

   United States        1,700,000        875,500
                
               3,552,394
                

Banks 1.2%

            

eWells Fargo Capital XV, pfd., 9.75%, Perpetual

   United States        1,500,000        1,516,413
                

Capital Goods 5.5%

            

dAllison Transmission Inc., senior note, 144A, 11.00%, 11/01/15

   United States        1,800,000        891,000

DRS Technologies Inc., senior sub. note, 7.625%, 2/01/18

   United States        1,700,000        1,708,500

L-3 Communications Corp., senior sub. note, 5.875%, 1/15/15

   United States        1,000,000        905,000

RBS Global & Rexnord Corp., senior note, 9.50%, 8/01/14

   United States        2,000,000        1,500,000

Terex Corp., senior sub. note, 8.00%, 11/15/17

   United States        2,000,000        1,710,000

TransDigm Inc., senior sub. note, 7.75%, 7/15/14

   United States        200,000        165,000
                
               6,879,500
                

Commercial & Professional Services 4.0%

            

Allied Waste North America Inc., senior secured note, 6.875%, 6/01/17

   United States        1,800,000        1,676,594

ARAMARK Corp., senior note, 8.50%, 2/01/15

   United States        1,500,000        1,365,000

f,gGoss Graphic Systems Inc., senior sub. note, 12.25%, 11/19/05

   United States        1,912,374        191

Iron Mountain Inc., senior sub. note, 8.75%, 7/15/18

   United States        700,000        607,250

JohnsonDiversey Holdings Inc., senior disc. note, 10.67%, 5/15/13

   United States        2,000,000        1,410,000
                
               5,059,035
                

Consumer Durables & Apparel 2.5%

            

Jarden Corp., senior sub. note, 7.50%, 5/01/17

   United States        1,900,000        1,306,250

Jostens IH Corp., senior sub. note, 7.625%, 10/01/12

   United States        1,000,000        825,000

KB Home, senior note, 6.25%, 6/15/15

   United States        1,700,000        1,045,500
                
               3,176,750
                

Consumer Services 5.9%

            

dFirekeepers Development Authority, senior secured note, 144A, 13.875%, 5/1/15

   United States        1,000,000        625,000

dFontainebleau Las Vegas, 144A, 10.25%, 6/15/15

   United States        1,700,000        174,250

Host Hotels & Resorts LP, senior note, M, 7.00%, 8/15/12

   United States        1,800,000        1,534,500

 

FH-11


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin High Income Securities Fund    Country      Principal
Amount
a
     Value

Corporate Bonds (continued)

            

Consumer Services (continued)

            

MGM MIRAGE, senior note,
6.625%, 7/15/15

   United States      $ 2,500,000      $ 1,537,500

6.875%, 4/01/16

   United States        600,000        382,500

Pinnacle Entertainment Inc., senior sub. note, 8.75%, 10/01/13

   United States        2,100,000        1,669,500

Royal Caribbean Cruises Ltd.,
senior deb., 7.25%, 3/15/18

   United States        1,800,000        927,000

senior note, 6.875%, 12/01/13

   United States        400,000        226,000

Station Casinos Inc.,
senior note, 6.00%, 4/01/12

   United States        300,000        61,500

senior note, 7.75%, 8/15/16

   United States        800,000        156,000

senior sub. note, 6.50%, 2/01/14

   United States        100,000        6,250

senior sub. note, 6.875%, 3/01/16

   United States        1,000,000        62,500
                
               7,362,500
                

Diversified Financials 3.8%

            

dGMAC LLC, senior note, 144A, 6.875%, 8/28/12

   United States        2,849,000        2,188,488

eJPMorgan Chase & Co., junior sub. note, 1, 7.90%, Perpetual

   United States        1,500,000        1,251,039

gLehman Brothers Holdings Inc., senior note, 6.20%, 9/26/14

   United States        2,300,000        230,000

Merrill Lynch & Co. Inc., 6.875%, 4/25/18

   United States        1,000,000        1,047,825
                
               4,717,352
                

Energy 11.8%

            

Chesapeake Energy Corp., senior note, 6.25%, 1/15/18

   United States        3,000,000        2,235,000

Compagnie Generale de Geophysique-Veritas, senior note,

            

7.50%, 5/15/15

   France        500,000        312,500

7.75%, 5/15/17

   France        700,000        409,500

El Paso Corp., senior note, 6.875%, 6/15/14

   United States        2,000,000        1,624,630

Mariner Energy Inc., senior note, 7.50%, 4/15/13

   United States        2,100,000        1,354,500

MarkWest Energy Partners LP, senior note, 6.875%, 11/01/14

   United States        2,000,000        1,270,000

dPetroplus Finance Ltd., senior note, 144A, 6.75%, 5/01/14

   Switzerland        2,100,000        1,344,000

Plains Exploration & Production Co., senior note, 7.625%, 6/01/18

   United States        2,000,000        1,380,000

Quicksilver Resources Inc., senior note, 8.25%, 8/01/15

   United States        1,800,000        1,152,000

dSandRidge Energy Inc., senior note, 144A, 8.00%, 6/01/18

   United States        900,000        504,000

Tesoro Corp., senior note, 6.50%, 6/01/17

   United States        2,000,000        1,107,500

The Williams Cos. Inc., senior note,

            

7.625%, 7/15/19

   United States        600,000        469,524

7.875%, 9/01/21

   United States        1,200,000        919,643

8.75%, 3/15/32

   United States        800,000        597,210
                
                 14,680,007
                

Food, Beverage & Tobacco 1.5%

            

Dean Foods Inc., senior note, 7.00%, 6/01/16

   United States        800,000        684,000

Smithfield Foods Inc., senior note, 7.75%,
5/15/13

   United States        1,500,000        971,250

7/01/17

   United States        300,000        172,500
                
               1,827,750
                

Health Care Equipment & Services 8.1%

            

FMC Finance III SA, senior note, 6.875%, 7/15/17

   Germany        1,700,000        1,598,000

HCA Inc., senior secured note, 9.125%, 11/15/14

   United States        2,600,000        2,418,000

Tenet Healthcare Corp., senior note, 7.375%, 2/01/13

   United States        2,000,000        1,435,000

b,hU.S. Oncology Holdings Inc., senior note, PIK, FRN, 8.334%, 3/15/12

   United States        2,487,870        1,592,237

 

FH-12


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin High Income Securities Fund    Country      Principal
Amount
a
     Value

Corporate Bonds (continued)

            

Health Care Equipment & Services (continued)

            

hUnited Surgical Partners International Inc., senior sub. note, PIK, 9.25%, 5/01/17

   United States      $ 2,300,000      $ 1,426,000

Vanguard Health Holding Co. II LLC, senior sub. note, 9.00%, 10/01/14

   United States        2,000,000        1,680,000
                
               10,149,237
                

Materials 7.8%

            

Crown Americas Inc., senior note, 7.75%, 11/15/15

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

Freeport-McMoRan Copper & Gold Inc., senior note, 8.375%, 4/01/17

   United States        1,700,000        1,395,931

Huntsman International LLC, senior sub. note, 7.875%, 11/15/14

   United States        1,600,000        864,000

dIneos Group Holdings PLC, senior secured note, 144A, 8.50%, 2/15/16

   United Kingdom        2,300,000        218,500

dMacDermid Inc., senior sub. note, 144A, 9.50%, 4/15/17

   United States        2,000,000        1,050,000

Nalco Co., senior sub. note, 8.875%, 11/15/13

   United States        1,400,000        1,190,000

Novelis Inc., senior note, 7.25%, 2/15/15

   Canada        1,700,000        994,500

Owens-Illinois Inc., senior note, 7.80%, 5/15/18

   United States        2,000,000        1,790,000

Smurfit Kappa Funding PLC, senior sub. note, 7.75%, 4/01/15

   Ireland        800,000        440,000
                
               9,742,931
                

Media 8.9%

            

f,gCallahan Nordrhein-Westfallen, senior note, 14.00%, 7/15/10

   Germany        2,750,000        275

CanWest Media Inc., senior sub. note, 8.00%, 9/15/12

   Canada        1,700,000        756,500

CCH II LLC, senior note, 10.25%, 9/15/10

   United States        3,500,000        1,627,500

Dex Media Inc., B, 8.00%, 11/15/13

   United States        600,000        114,000

DIRECTV Holdings LLC, senior note, 7.625%, 5/15/16

   United States        1,500,000        1,462,500

EchoStar DBS Corp., senior note, 7.125%, 2/01/16

   United States        2,000,000        1,680,000

Lamar Media Corp., senior sub. note, 7.25%, 1/01/13

   United States        2,000,000        1,605,000

Liberty Media Corp., senior note, 5.70%, 5/15/13

   United States        2,000,000        1,321,154

Quebecor Media Inc., senior note, 7.75%, 3/15/16

   Canada        2,000,000        1,360,000

R.H. Donnelley Corp., senior note, A-3, 8.875%, 1/15/16

   United States        2,400,000        372,000

Radio One Inc., senior sub. note, 6.375%, 2/15/13

   United States        2,000,000        685,000

d,hUnivision Communications Inc., senior note, 144A, PIK, 9.75%, 3/15/15

   United States        1,200,000        156,000
                
                 11,139,929
                

Real Estate 0.6%

            

Forest City Enterprises Inc., senior note,

            

7.625%, 6/01/15

   United States        2,000,000        710,000

6.50%, 2/01/17

   United States        300,000        106,500
                
               816,500
                

Retailing 1.9%

            

Dollar General Corp., senior note, 10.625%, 7/15/15

   United States        1,500,000        1,440,000

Michaels Stores Inc., senior note, 10.00%, 11/01/14

   United States        2,000,000        920,000
                
               2,360,000
                

Semiconductors & Semiconductor Equipment 0.5%

            

Freescale Semiconductor Inc., senior note, 8.875%, 12/15/14

   United States        1,300,000        578,500
                

Software & Services 1.7%

            

First Data Corp., senior note, 9.875%, 9/24/15

   United States        1,100,000        671,000

SunGard Data Systems Inc., senior sub. note, 10.25%, 8/15/15

   United States        2,100,000        1,396,500
                
               2,067,500
                

Technology Hardware & Equipment 2.1%

            

Celestica Inc., senior sub. note,

            

7.875%, 7/01/11

   Canada        1,000,000        915,000

7.625%, 7/01/13

   Canada        400,000        330,000

 

FH-13


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin High Income Securities Fund    Country      Principal
Amount
a
     Value

Corporate Bonds (continued)

            

Technology Hardware & Equipment (continued)

            

dNortel Networks Ltd., senior note, 144A, 10.75%, 7/15/16

   Canada      $ 1,800,000      $ 395,163

Sanmina-SCI Corp.,
b,dsenior note, 144A, FRN, 4.746%, 6/15/14

   United States        1,000,000        545,000

senior sub. note, 6.75%, 3/01/13

   United States        1,000,000        435,000
                
               2,620,163
                

Telecommunication Services 7.5%

            

Centennial Communications Corp., senior note, 10.00%, 1/01/13

   United States        1,000,000        1,040,000

dDigicel Group Ltd., senior note, 144A, 8.875%, 1/15/15

   Jamaica        2,000,000        1,310,000

dIntelsat Subsidiary Holding Co. Ltd., senior note, 144A, 8.50%, 1/15/13

   Bermuda        2,000,000        1,860,000

MetroPCS Wireless Inc., senior note, 9.25%, 11/01/14

   United States        2,000,000        1,800,000

Qwest Communications International Inc., senior note, B, 7.50%, 2/15/14

   United States        2,200,000        1,584,000

dWind Acquisition Finance SA, senior note, 144A, 10.75%, 12/01/15

   Italy        2,025,000        1,751,625
                
               9,345,625
                

Utilities 9.3%

            

The AES Corp., senior note, 8.00%, 10/15/17

   United States        2,000,000        1,650,000

Aquila Inc., senior note, 14.875%, 7/01/12

   United States        1,300,000        1,313,918

Dynegy Holdings Inc., senior note, 8.375%, 5/01/16

   United States        1,000,000        715,000

Edison Mission Energy, senior note, 7.00%, 5/15/17

   United States        2,000,000        1,750,000

Mirant North America LLC, senior note, 7.375%, 12/31/13

   United States        1,900,000        1,833,500

NRG Energy Inc., senior note,

            

7.25%, 2/01/14

   United States        400,000        375,000

7.375%, 2/01/16

   United States        1,700,000        1,585,250

PNM Resources Inc., senior note, 9.25%, 5/15/15

   United States        300,000        240,000

dTexas Competitive Electric Holdings Co. LLC, senior note, 144A, 10.25%, 11/01/15

   United States        3,000,000        2,145,000
                
               11,607,668
                

Total Corporate Bonds (Cost $162,503,952)

               109,199,754
                
            Shares       

Preferred Stocks (Cost $214,420) 0.2%

            

Consumer Finance 0.2%

            

dPreferred Blocker Inc., 9.00%, pfd., 144A

   United States        604        214,420
                

Total Investments before Short Term Investments
(Cost $165,434,983)

               111,277,188
                

 

FH-14


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin High Income Securities Fund    Country      Principal
Amount
a
     Value

Short Term Investments (Cost $9,342,628) 7.5%

            

Repurchase Agreements 7.5%

            

iJoint Repurchase Agreement, 0.019%, 1/02/09 (Maturity Value $9,342,638)

   United States      $ 9,342,628      $ 9,342,628

Banc of America Securities LLC (Maturity Value $1,441,942)

Barclays Capital Inc. (Maturity Value $1,373,368)

BNP Paribas Securities Corp. (Maturity Value $1,831,157)

Credit Suisse Securities (USA) LLC (Maturity Value $1,831,157)

Deutsche Bank Securities Inc. (Maturity Value $1,056,746)

HSBC Securities (USA) Inc. (Maturity Value $1,373,368)

UBS Securities LLC (Maturity Value $434,900)

            

Collateralized by U.S. Government Agency Securities, 3.50% - 7.00%, 6/15/09 - 5/20/22; jU.S. Government Agency Discount Notes, 1/05/09 - 10/19/09; jU.S. Treasury Bills, 1/15/09; and U.S. Treasury Notes, 0.875% - 4.625%, 7/15/09 - 2/28/11

            
                

Total Investments (Cost $174,777,611) 96.6%

               120,619,816

Other Assets, less Liabilities 3.4%

               4,244,404
                

Net Assets 100.0%

             $ 124,864,220
                

 

See Abbreviations on page FH-26.

 

 

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

bThe coupon rate shown represents the rate at period end.

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

dSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust’s Board of Trustees. At December 31, 2008, the aggregate value of these securities was $16,247,946, representing 13.01% of net assets.

ePerpetual security with no stated maturity date.

fSecurity has been deemed illiquid because it may not be able to be sold within seven days. At December 31, 2008, the aggregate value of these securities was $466, representing less than 0.01% of net assets.

gSee Note 7 regarding defaulted securities.

hIncome may be received in additional securities and/or cash.

iSee Note 1(b) regarding joint repurchase agreement.

jThe security is traded on a discount basis with no stated coupon rate.

 

The accompanying notes are an integral part of these financial statements.

 

FH-15


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Franklin High
Income
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 165,434,983  

Cost - Repurchase agreements

     9,342,628  
        

Total cost of investments

   $ 174,777,611  
        

Value - Unaffiliated issuers

   $ 111,277,188  

Value - Repurchase agreements

     9,342,628  
        

Total value of investments

     120,619,816  

Cash

     794,141  

Receivables:

  

Investment securities sold

     85,595  

Capital shares sold

     307,641  

Interest

     3,253,651  
        

Total assets

     125,060,844  
        

Liabilities:

  

Payables:

  

Capital shares redeemed

     1,371  

Affiliates

     92,712  

Reports to shareholders

     70,457  

Professional fees

     29,719  

Accrued expenses and other liabilities

     2,365  
        

Total liabilities

     196,624  
        

Net assets, at value

   $ 124,864,220  
        

Net assets consist of:

  

Paid-in capital

   $ 283,033,172  

Undistributed net investment income

     13,449,168  

Net unrealized appreciation (depreciation)

     (54,157,795 )

Accumulated net realized gain (loss)

     (117,460,325 )
        

Net assets, at value

   $ 124,864,220  
        

 

The accompanying notes are an integral part of these financial statements.

 

FH-16


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Assets and Liabilities (continued)

December 31, 2008

 

     Franklin High
Income
Securities Fund

Class 1:

  

Net assets, at value

   $ 38,224,657
      

Shares outstanding

     8,169,468
      

Net asset value and maximum offering price per share

   $ 4.68
      

Class 2:

  

Net assets, at value

   $ 84,395,583
      

Shares outstanding

     18,392,272
      

Net asset value and maximum offering price per share

   $ 4.59
      

Class 4:

  

Net assets, at value

   $ 2,243,980
      

Shares outstanding

     480,831
      

Net asset value and maximum offering price per share

   $ 4.67
      

 

The accompanying notes are an integral part of these financial statements.

 

FH-17


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Franklin High
Income
Securities Fund
 

Investment income:

  

Interest

   $ 15,599,753  
        

Expenses:

  

Management fees (Note 3a)

     997,381  

Distribution fees: (Note 3c)

  

Class 2

     304,246  

Class 4

     2,814  

Unaffiliated transfer agent fees

     254  

Custodian fees (Note 4)

     4,206  

Reports to shareholders

     97,770  

Professional fees

     33,731  

Trustees’ fees and expenses

     914  

Other

     11,869  
        

Total expenses

     1,453,185  

Expense reductions (Note 4)

     (1,051 )
        

Net expenses

     1,452,134  
        

Net investment income

     14,147,619  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from investments

     (12,094,569 )

Net change in unrealized appreciation (depreciation) on investments

     (44,020,341 )
        

Net realized and unrealized gain (loss)

     (56,114,910 )
        

Net increase (decrease) in net assets resulting from operations

   $ (41,967,291 )
        

 

The accompanying notes are an integral part of these financial statements.

 

FH-18


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Franklin High Income
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 14,147,619     $ 17,541,563  

Net realized gain (loss) from investments

     (12,094,569 )     235,385  

Net change in unrealized appreciation (depreciation) on investments

     (44,020,341 )     (11,924,906 )
        

Net increase (decrease) in net assets resulting from operations

     (41,967,291 )     5,852,042  
        

Distributions to shareholders from net investment income:

    

Class 1

     (5,331,940 )     (4,495,151 )

Class 2

     (12,613,674 )     (11,904,068 )

Class 4

     (40,112 )      
        

Total distributions to shareholders

     (17,985,726 )     (16,399,219 )
        

Capital share transactions: (Note 2)

    

Class 1

     (5,364,101 )     (14,109,266 )

Class 2

     (29,589,130 )     (2,239,776 )

Class 4

     2,707,846        
        

Total capital share transactions

     (32,245,385 )     (16,349,042 )
        

Net increase (decrease) in net assets

     (92,198,402 )     (26,896,219 )

Net assets:

    

Beginning of year

     217,062,622       243,958,841  
        

End of year

   $ 124,864,220     $ 217,062,622  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 13,449,168     $ 17,129,175  
        

 

The accompanying notes are an integral part of these financial statements.

 

FH-19


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Franklin High Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Franklin High Income Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. At December 31, 2008, 91.20% of the Fund’s shares were held through one insurance company. The Fund offers three classes of shares: Class 1, Class 2, and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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.

 

Corporate debt securities generally trade in the over-the-counter market rather than on a securities exchange. The Trust may utilize independent pricing services, quotations from bond dealers, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Trust’s pricing services may use valuation models or matrix pricing which considers information with respect to comparable bond and note transactions, quotations from bond dealers, or by reference to other securities that are considered comparable in such characteristics as rating, interest rate and maturity date, option adjusted spread models, prepayment projections, interest rate spreads and yield curves, to determine current value.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security 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. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Joint Repurchase Agreement

 

The Fund may enter into a joint repurchase agreement whereby its uninvested cash balance is deposited into a joint cash account with other funds managed by the investment manager or an affiliate of the investment manager and is used to invest in one or more repurchase agreements. The value and face amount of the joint repurchase agreement are allocated to the funds based on their pro-rata interest. A repurchase agreement is accounted for as a loan by the fund to the seller, collateralized by securities which are delivered to the fund’s custodian. The market value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the funds, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. The joint repurchase agreement held by the Fund at year end had been entered into on December 31, 2008. The joint repurchase agreement is valued at cost.

 

FH-20


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin High Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

c. Senior Floating Rate Interests

 

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

 

Senior secured corporate loans in which the Fund invests are generally readily marketable, but may be subject to some restrictions on resale.

 

d. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

e. Security Transactions, Investment Income, Expenses and Distributions

 

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Facility fees are recognized as income over the expected term of the loan. 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.

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

f. 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.

 

g. Guarantees and Indemnifications

 

Under the Trust’s organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust, on behalf of the Fund, enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure

 

FH-21


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin High Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

g. Guarantees and Indemnifications (continued)

 

under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. Currently, the Trust expects the risk of loss to be remote.

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   714,258     $ 4,273,846     730,046     $ 4,985,612  

Shares issued in reinvestment of distributions

   864,172       5,331,940     663,002       4,495,151  

Shares redeemed

   (2,530,790 )     (14,969,887 )   (3,418,532 )     (23,590,029 )
        

Net increase (decrease)

   (952,360 )   $ (5,364,101 )   (2,025,484 )   $ (14,109,266 )
        
Class 2 Shares:                         

Shares sold

   4,825,096     $ 27,974,845     7,186,912     $ 49,319,160  

Shares issued in reinvestment of distributions

   2,081,464       12,613,674     1,787,398       11,904,068  

Shares redeemed

   (12,129,167 )     (70,177,649 )   (9,639,217 )     (63,463,004 )
        

Net increase (decrease)

   (5,222,607 )   $ (29,589,130 )   (664,907 )   $ (2,239,776 )
        
Class 4 Shares:                         

Shares sold

   481,696     $ 2,702,636      

Shares issued on reinvestment of distributions

   6,424       39,636      

Shares redeemed

   (7,289 )     (34,426 )    
                    

Net increase (decrease)

   480,831     $ 2,707,846      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Advisers, Inc. (Advisers)

   Investment manager

Franklin Templeton Services, LLC (FT Services)

   Administrative manager

Franklin Templeton Distributors, Inc. (Distributors)

   Principal underwriter

Franklin Templeton Investor Services, LLC (Investor Services)

   Transfer agent

 

FH-22


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin High Income Securities Fund

 

3. TRANSACTIONS WITH AFFILIATES (continued)

 

a. Management Fees

 

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

 

Annualized Fee Rate    Net Assets
0.625%   

Up to and including $100 million

0.500%   

Over $100 million, up to and including $250 million

0.450%   

Over $250 million, up to and including $7.5 billion

0.440%   

Over $7.5 billion, up to and including $10 billion

0.430%   

Over $10 billion, up to and including $12.5 billion

0.420%   

Over $12.5 billion, up to and including $15 billion

0.400%   

In excess of $15 billion

 

b. Administrative Fees

 

Under an agreement with Advisers, FT Services provides administrative services to the Fund. The fee is paid by Advisers based on average daily net assets, and is not an additional expense of the Fund.

 

c. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.35% per year of its average daily net assets of each class. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 2.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

5. INCOME TAXES

 

For tax purposes, capital losses may be carried over to offset future capital gains, if any. At December 31, 2008, the capital loss carryforwards were as follows:

 

Capital loss carryforwards expiring in:

  

2009

   $ 14,152,532

2010

     46,366,314

2011

     24,711,916

2012

     9,009,590

2013

     6,321,190

2014

     40,420

2015

     4,493,289

2016

     8,152,252
      
   $ 113,247,503
      

 

FH-23


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin High Income Securities Fund

 

5. INCOME TAXES (continued)

 

On December 31, 2008, the Fund had expired capital loss carryforwards of $26,944,467, which were reclassified to paid-in capital.

 

For tax purposes, realized capital losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses of $4,179,982.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from ordinary income

   $ 17,985,726    $ 16,399,219
      

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation), and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 175,435,131  
        

Unrealized appreciation

   $ 197,905  

Unrealized depreciation

     (55,013,220 )
        

Net unrealized appreciation (depreciation)

   $ (54,815,315 )
        

Distributable earnings – undistributed ordinary income

   $ 14,121,042  
        

 

Net investment income differs for financial statement and tax purposes primarily due to differing treatments of defaulted securities, payments-in-kind, and bond discounts and premiums.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales and bond discounts and premiums.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $36,265,588 and $78,913,583, respectively.

 

7. CREDIT RISK AND DEFAULTED SECURITIES

 

The Fund has 86.61% of its portfolio invested in high yield, senior secured floating rate notes, or other securities rated below investment grade. These securities may be more sensitive to economic conditions causing greater price volatility and are potentially subject to a greater risk of loss due to default than higher rated securities.

 

The Fund held defaulted securities and/or other securities for which the income has been deemed uncollectible. At December 31, 2008, the aggregate value of these securities was $230,466, representing 0.18% of the Fund’s net assets. The Fund discontinues accruing income on securities for which income has been deemed uncollectible and provides an estimate for losses on interest receivable. The securities have been identified on the accompanying Statement of Investments.

 

FH-24


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin High Income Securities Fund

 

8. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets carried at fair value:

 

     Level 1    Level 2    Level 3    Total

Assets:

           

Investments in Securities

   $   —    $ 120,404,930    $ 214,886    $ 120,619,816

 

At December 31, 2008, the reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value, is as follows:

 

     Investments
in Securities
 

Beginning Balance – January 1, 2008

   $ 275  

Net realized gain (loss)

     (89,208 )

Net change in unrealized appreciation (depreciation)

     89,399  

Net purchases (sales)

     214,420  

Transfers in and/or out of Level 3

      
        

Ending Balance

   $ 214,886  
        

Net change in unrealized appreciation (depreciation)
attributable to assets still held at end of year

   $ 191  
        

 

9. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

FH-25


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin High Income Securities Fund

 

10. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

 

 

ABBREVIATIONS

 

Selected Portfolio

FRN - Floating Rate Note

L/C - Letter of Credit

PIK - Payment-In-Kind

 

FH-26


Franklin Templeton Variable Insurance Products Trust

 

Franklin High Income Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of

Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin High Income Securities Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

FH-27


FRANKLIN INCOME SECURITIES FUND

 

This annual report for Franklin Income Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   -29.65%    +0.15%    +4.65%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -26.61%.

 

Total Return Index Comparison

for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Standard & Poor’s 500 Index (S&P 500) and the Barclays Capital (BC) U.S. Aggregate Index. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Franklin Income Securities Fund – Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

FI-1


 

Fund Goal and Main Investments: Franklin Income Securities Fund seeks to maximize income while maintaining prospects for capital appreciation. The Fund normally invests in both equity and debt securities. The Fund seeks income by investing in corporate, foreign and U.S. Treasury bonds as well as stocks with dividend yields the manager believes are attractive.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund performed better than its equity benchmark, the S&P 500, which had a -37.00% total return, and underperformed its fixed income benchmark, the BC U.S. Aggregate Index, which had a +5.24% total return for the same period.1

 

Economic and Market Overview

 

In 2008, economic conditions deteriorated. The Conference Board’s Consumer Confidence Index fell to an all-time low since it began in 1967 as the U.S. economy faltered and stock markets declined. The government’s abrupt conservatorship of Fannie Mae and Freddie Mac and the failure of several blue-chip banks and financial institutions roiled equity markets. Despite government interventions and massive emergency funding, the nation’s economic troubles were exacerbated as manufacturing activity weakened at its fastest pace in nearly 30 years and as home prices continued to fall. Jobless claims mounted and the unemployment rate rose to 7.2% by period-end.2 Economic growth, as measured by gross domestic product (GDP), rebounded from a 0.9% annualized rate in the first quarter of 2008 to a 2.8% annualized pace in the second quarter, largely due to strong exports and government spending. However, in the third and fourth quarters of 2008, GDP fell at annualized rates of 0.5% and an estimated 3.8%, reflecting a broad-based contraction in consumer spending, falling corporate profits and slowing export growth.

 

Oil prices soared to a record high in July, rising above $145 per barrel, before dramatically retreating to $45 by period-end. Many other commodities such as agricultural products and precious and base metals followed similar trends. Partially as a result of the steep price corrections, inflation declined significantly late in the review period, and December’s inflation rate was an annualized 0.1%.2 Core inflation,

 

1. Source: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

2. Source: Bureau of Labor Statistics.

 

Fund Risks: The Fund’s investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. Because the Fund invests in bonds and other debt obligations, its share price and yield will be affected by interest rate movements. Bond prices generally move in the opposite direction of interest rates. Thus, as prices of bonds in the Fund adjust to a rise in interest rates, the Fund’s share price may decline. The Fund may invest a substantial portion of its assets in high yield, lower-rated (junk) bonds, which generally have greater price swings and higher risk of default and loss of principal than investment-grade bonds. Foreign investing involves additional risks, including currency fluctuations, economic instability, market volatility, and political and social instability. The Fund’s prospectus also includes a description of the main investment risks.

 

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which excludes food and energy costs, rose at a 1.8% annual rate; this level was within the Federal Reserve Board’s (Fed’s) informal target range of 1.5%-2.0%.2

 

A slowing economy and decelerating inflation prompted policymakers to further lower interest rates and enact stimulus plans. During the year under review, the Fed lowered the federal funds target rate to a range of 0% to 0.25% from 4.25% at the start of the reporting period. The Fed and U.S. Treasury Department also introduced new programs such as the Primary Dealer Credit Facility (PDCF) and the Troubled Asset Relief Program (TARP), which were intended to enhance market liquidity.

 

Volatility remained high throughout the reporting period but intensified in the latter half of the year as stocks fluctuated wildly and Treasury prices soared. The year was among the worst in history for U.S. stock market performance. For the 12 months under review, the blue chip stocks of the Dow Jones Industrial Average had a total return of -31.93%, the broader S&P 500 a -37.00% total return, and the technology-heavy NASDAQ Composite Index a -40.03% total return.1 All sectors lost value, and the financials, materials and information technology sectors had the largest declines.

 

Investment Strategy

 

We search for undervalued or out-of-favor securities we believe offer opportunities for income today and growth tomorrow. We generally perform independent analysis of the debt securities being considered for the Fund’s portfolio, rather than relying principally on ratings assigned by rating agencies. In analyzing debt and equity securities, we consider a variety of factors, including: a security’s relative value based on such factors as anticipated cash flow, interest or dividend coverage, asset coverage, and earnings prospects; the experience and strength of a company’s management; a company’s sensitivity to changes in interest rates and business conditions; a company’s debt maturity schedules and borrowing requirements; and a company’s changing financial condition and market recognition of the change.

 

Manager’s Discussion

 

Within equities, financial holdings generally detracted from Fund performance as the sector fared worse than other sectors. Some holdings significantly hurt performance even where we held securities higher in the capital structure such as Lehman Brothers Holdings convertible preferred stock (sold by period-end) and Fannie Mae and Freddie Mac preferred stocks. Wells Fargo was an exception and helped performance

 

LOGO

 

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due to the perceived strength of the company’s position relative to competitors and ability to gain market share in customer deposits. Significant commodity price declines in the second half of 2008, particularly for oil, negatively impacted our holdings in Canadian Oil Sands Trust and ConocoPhillips. However, energy sector holding Halliburton (sold by period-end) rose during the first half of the year due to strong commodity price gains and presented us with the opportunity for profit-taking. In addition, some health care holdings contributed to the Fund’s performance including Johnson & Johnson (sold by period-end) and Genentech (Morgan Stanley equity-linked security).

 

Within fixed income, investment-grade and noninvestment-grade corporate bonds suffered from severe spread widening due to the credit crisis and weakening economic conditions during the year. Following the collapse of investment bank Lehman Brothers, corporate bond prices fell sharply and investors sought the safety of U.S. Treasury securities causing their yields to fall to extremely low levels. Additionally, highly leveraged companies, including Charter Communications and R.H. Donnelly, hurt Fund performance as the credit crisis raised investors’ concerns regarding the companies’ ability to access capital markets. Although bond prices remained highly volatile throughout the second half of the year, our auto finance company holdings in General Motors Acceptance Corp. (GMAC) and Ford Motor Credit Co. benefited performance as government efforts to help alleviate the credit crunch improved these companies’ access to capital.

 

Thank you for your participation in Franklin Income Securities Fund. We look forward to serving your future investment needs.

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

 

Top Five Equity Holdings

Franklin Income Securities Fund 12/31/08

 

Company
Sector/Industry
  % of Total
Net Assets
Pfizer Inc.   2.5%
Health Care  
Bank of America Corp.   1.8%
Financials  
PG&E Corp.   1.6%
Utilities  
The Southern Co.   1.4%
Utilities  
Merck & Co. Inc.   1.4%
Health Care  

 

Top Five Fixed Income and Senior Floating Rate Interests Holdings*

Franklin Income Securities Fund 12/31/08

 

Issuer
Sector/Industry
  % of Total
Net Assets
Ford Motor Credit Co. LLC   4.6%
Consumer Discretionary  
GMAC LLC   3.0%
Financials  
Tenet Healthcare Corp.   2.8%
Health Care  
Dynegy Holdings Inc.   2.0%
Utilities  
Texas Competitive Electric Holdings Co. LLC   2.0%
Utilities  

 

*Does not include convertible bonds.

 

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments.

 

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Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Franklin Income Securities Fund – Class 4

 

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Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

   Ending
Account
Value 12/31/08
   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 738.80    $ 3.63

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,020.96    $ 4.22

 

*Expenses are calculated using the most recent six-month annualized expense ratio for the Fund’s Class 4 shares (0.83%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

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Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Franklin Income Securities Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 17.63     $ 17.65     $ 15.56     $ 15.89     $ 14.40  
        

Income from investment operationsa:

          

Net investment incomeb

     1.10       1.03       0.94       0.85       0.83  

Net realized and unrealized gains (losses)

     (5.99 )     (0.31 )     1.85       (0.56 )     1.14  
        

Total from investment operations

     (4.89 )     0.72       2.79       0.29       1.97  
        

Less distributions from:

          

Net investment income

     (0.86 )     (0.63 )     (0.62 )     (0.57 )     (0.48 )

Net realized gains

     (0.35 )     (0.11 )     (0.08 )     (0.05 )      
        

Total distributions

     (1.21 )     (0.74 )     (0.70 )     (0.62 )     (0.48 )
        

Net asset value, end of year

   $ 11.53     $ 17.63     $ 17.65     $ 15.56     $ 15.89  
        

Total returnc

     (29.41)%       4.01%       18.47%       1.83%       14.13%  

Ratios to average net assets

          

Expensesd

     0.47%       0.47%       0.47%       0.48%       0.49%  

Net investment income

     7.28%       5.77%       5.70%       5.44%       5.71%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 433,370     $ 455,932     $ 458,613     $ 457,625     $ 530,742  

Portfolio turnover rate

     43.89%       32.11%       25.05%       34.76%       44.02%  

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FI-7


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Income Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 17.31     $ 17.36     $ 15.32     $ 15.67     $ 14.23  
        

Income from investment operationsa:

          

Net investment incomeb

     1.04       0.97       0.89       0.80       0.80  

Net realized and unrealized gains (losses)

     (5.87 )     (0.30 )     1.82       (0.55 )     1.11  
        

Total from investment operations

     (4.83 )     0.67       2.71       0.25       1.91  
        

Less distributions from:

          

Net investment income

     (0.83 )     (0.61 )     (0.59 )     (0.55 )     (0.47 )

Net realized gains

     (0.35 )     (0.11 )     (0.08 )     (0.05 )      
        

Total distributions

     (1.18 )     (0.72 )     (0.67 )     (0.60 )     (0.47 )
        

Net asset value, end of year

   $ 11.30     $ 17.31     $ 17.36     $ 15.32     $ 15.67  
        

Total returnc

     (29.66)%       3.76%       18.24%       1.60%       13.85%  

Ratios to average net assets

          

Expensesd

     0.72%       0.72%       0.72%       0.73%       0.74%  

Net investment income

     7.03%       5.52%       5.45%       5.19%       5.46%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 4,944,457     $ 7,429,064     $ 5,109,373     $ 2,865,361     $ 1,631,184  

Portfolio turnover rate

     43.89%       32.11%       25.05%       34.76%       44.02%  

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FI-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Income Securities Fund

 

Class 4    Period Ended
December 31,
2008a
 

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 16.90  
        

Income from investment operationsb:

  

Net investment incomec

     0.87  

Net realized and unrealized gains (losses)

     (5.07 )
        

Total from investment operations

     (4.20 )
        

Less distributions from:

  

Net investment income

     (0.86 )

Net realized gains

     (0.35 )
        

Total distributions

     (1.21 )
        

Net asset value, end of period

   $ 11.49  
        

Total returnd

     (26.61)%  

Ratios to average net assetse

  

Expensesf

     0.82%  

Net investment income

     6.93%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 135,360  

Portfolio turnover rate

     43.89%  

 

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

 

The accompanying notes are an integral part of these financial statements.

 

FI-9


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Franklin Income Securities Fund    Country      Shares      Value

Common Stocks 28.2%

            

Consumer Discretionary 0.3%

            

Comcast Corp.

   United States      823,600      $ 13,902,368
                

Energy 1.2%

            

ConocoPhillips

   United States      762,600        39,502,680

Spectra Energy Corp.

   United States      1,750,000        27,545,000
                
                    67,047,680
                

Financials 4.7%

            

Bank of America Corp.

   United States      7,100,000        99,968,000

Barclays PLC

   United Kingdom      2,000,000        4,480,967

Canadian Oil Sands Trust

   Canada      2,028,000        35,166,667

Duke Realty Corp.

   United States      500,000        5,480,000

HSBC Holdings PLC

   United Kingdom      3,500,000        33,840,942

iStar Financial Inc.

   United States      968,800        2,160,424

JPMorgan Chase & Co.

   United States      425,711        13,422,668

Wells Fargo & Co.

   United States      2,247,400        66,253,352
                
               260,773,020
                

Health Care 3.9%

            

Merck & Co. Inc.

   United States      2,500,000        76,000,000

Pfizer Inc.

   United States      7,700,000        136,367,000
                
               212,367,000
                

Information Technology 1.6%

            

Intel Corp.

   United States      4,000,000        58,640,000

Maxim Integrated Products Inc.

   United States      2,500,000        28,550,000
                
               87,190,000
                

Materials 0.1%

            

AngloGold Ashanti Ltd., ADR

   South Africa      128,177        3,551,785

Barrick Gold Corp.

   Canada      62,200        2,287,094
                
               5,838,879
                

Telecommunication Services 1.5%

            

AT&T Inc.

   United States      2,000,000        57,000,000

Verizon Communications Inc.

   United States      400,000        13,560,000

Vodafone Group PLC

   United Kingdom      5,000,000        10,150,822
                
               80,710,822
                

Utilities 14.9%

            

AGL Resources Inc.

   United States      550,000        17,242,500

Ameren Corp.

   United States      1,600,000        53,216,000

American Electric Power Co. Inc.

   United States      750,000        24,960,000

CenterPoint Energy Inc.

   United States      300,000        3,786,000

Consolidated Edison Inc.

   United States      1,500,000        58,395,000

Constellation Energy Group

   United States      171,200        4,295,408

Dominion Resources Inc.

   United States      1,600,000        57,344,000

DTE Energy Co.

   United States      260,500        9,292,035

Duke Energy Corp.

   United States      5,000,000        75,050,000

FirstEnergy Corp.

   United States      750,000        36,435,000

FPL Group Inc.

   United States      800,000        40,264,000

NiSource Inc.

   United States      600,000        6,582,000

PG&E Corp.

   United States      2,300,000        89,033,000

Pinnacle West Capital Corp.

   United States      300,000        9,639,000

Portland General Electric Co.

   United States      1,250,000        24,337,500

 

FI-10


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Income Securities Fund    Country      Shares      Value

Common Stocks (continued)

            

Utilities (continued)

            

Progress Energy Inc.

   United States      550,000      $ 21,917,500

Public Service Enterprise Group Inc.

   United States      2,500,000        72,925,000

Puget Energy Inc.

   United States      1,261,200        34,392,924

Sempra Energy

   United States      875,900        37,339,617

The Southern Co.

   United States      2,100,000        77,700,000

TECO Energy Inc.

   United States      1,400,000        17,290,000

Xcel Energy Inc.

   United States      2,670,464        49,537,107
                
               820,973,591
                

Total Common Stocks (Cost $1,868,783,111)

               1,548,803,360
                

Convertible Preferred Stocks 2.4%

            

Consumer Discretionary 0.1%

            

General Motors Corp., 6.25%, cvt. pfd., C

   United States      1,400,000        4,480,000
                

Financials 1.9%

            

American International Group Inc., 8.50%, cvt. pfd.

   United States      500,000        4,250,000

Bank of America Corp., 7.25%, cvt. pfd., L

   United States      57,800        37,570,000

Citigroup Inc., 6.50%, cvt. pfd.

   United States      1,000,000        27,990,000

Fannie Mae, 5.375%, cvt. pfd.

   United States      600        900,000

Fannie Mae, 8.75%, cvt. pfd.

   United States      1,060,400        1,113,420

Felcor Lodging Trust Inc., 7.80%, cvt. pfd., A

   United States      400,000        2,700,000

Legg Mason Inc., 7.00%, cvt. pfd.

   United States      375,000        8,250,000

Wachovia Corp., 7.50%, cvt. pfd., L

   United States      30,000        22,500,000

Washington Mutual Inc., 7.75%, cvt. pfd., R

   United States      68,400        181,260
                
               105,454,680
                

Health Care 0.3%

            

Schering-Plough Corp., 6.00%, cvt. pfd.

   United States      100,000        17,300,182
                

Materials 0.1%

            

Freeport-McMoRan Copper & Gold Inc., 6.75%, cvt. pfd.

   United States      86,500        4,104,425
                

Total Convertible Preferred Stocks (Cost $397,075,534)

               131,339,287
                

Equity Linked Securities 2.3%

            

Consumer Discretionary 0.0%a

            

Retail Ventures Inc. into DSW Inc., 6.625%

   United States      49,330        1,188,853
                

Energy 0.3%

            

bThe Goldman Sachs Group Inc. into XTO Energy Inc., 9.00%, 144A

   United States      525,000        17,415,095
                

Health Care 1.3%

            

bMorgan Stanley into Genentech Inc., 5.26%, 144A

   United States      900,000        70,666,830
                

Materials 0.7%

            

bThe Goldman Sachs Group Inc. into Barrick Gold Corp., 10.00%, 144A

   United States      1,058,800        38,452,112
                

Total Equity Linked Securities (Cost $136,706,277)

               127,722,890
                

Preferred Stocks 0.3%

            

Financials 0.3%

            

Fannie Mae, 6.75%, pfd.

   United States      500,000        325,000

Fannie Mae, 7.625%, pfd., R

   United States      800,000        536,000

Fannie Mae, 8.25%, pfd.

   United States      851,500        706,745

Freddie Mac, 8.375%, pfd., Z

   United States      1,549,200        604,188

bPreferred Blocker Inc., 9.00%, pfd., 144A

   United States      36,265        12,874,075
                

Total Preferred Stocks (Cost $105,391,575)

               15,046,008
                

 

FI-11


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Income Securities Fund    Country      Principal
Amount
c
     Value

d,eSenior Floating Rate Interests 4.2%

            

Consumer Discretionary 1.2%

            

Clear Channel Communications Inc., Term Loan B, 4.121%, 11/13/15

   United States      88,500,000      $      43,453,500

Idearc Inc., Term Loan A, 1.97%, 11/17/13

   United States      8,000,000        2,697,144

Jarden Corp., Term Loan B-3, 3.959%, 1/24/12

   United States      24,625,048        19,232,163
                
               65,382,807
                

Health Care 0.3%

            

Bausch and Lomb Inc.,
fDelayed Draw Term Loan, 4.709%, 4/28/15

   United States      1,056,000        724,114

Parent Term Loan B, 4.709%, 4/28/15

   United States      6,969,600        4,779,152

HCA Inc.,
Term Loan A-1, 2.959%, 11/19/12

   United States      9,889,841        8,394,002

Term Loan B-1, 3.709%, 11/18/13

   United States      4,987,277        3,943,066
                
               17,840,334
                

Industrials 0.8%

            

Allison Transmission Inc., Term Loan B, 4.19% - 5.00%, 8/07/14

   United States      29,371,182        16,552,746

Ceva Group PLC,
Dollar Pre-Refunded L/C Commitment, 4.459%, 8/01/12

   United States      2,105,263        1,147,369

EGL Term Loans, 5.029%, 8/01/12

   United States      17,626,316        11,787,599

U.S. Investigations Services Inc., Term Loan B, 4.275%, 2/21/15

   United States      19,749,373        14,367,669
                
               43,855,383
                

Information Technology 0.9%

            

First Data Corp.,
Term Loan B-2, 3.211%, 9/24/14

   United States      54,312,500        35,206,123

Term Loan B-3, 3.211%, 9/24/14

   United States      22,744,674        14,727,176
                
               49,933,299
                

Materials 0.1%

            

gBerry Plastics Holding Corp., Senior Unsecured Term Loan, PIK, 11.334%, 6/15/14

   United States      31,570,966        5,682,774
                

Utilities 0.9%

            

Texas Competitive Electric Holdings Co. LLC,
Term Loan B-2, 3.961% - 5.888%, 10/10/14

   United States      47,549,621        33,185,689

Term Loan B-3, 3.961% - 5.368%, 10/10/14

   United States      24,687,500        17,229,826
                
               50,415,515
                

Total Senior Floating Rate Interests (Cost $360,625,181)

               233,110,112
                

Corporate Bonds 48.1%

            

Consumer Discretionary 13.2%

            

Beazer Homes USA Inc., senior note, 8.125%, 6/15/16

   United States      2,100,000        640,500

Cablevision Systems Corp., senior note, B, 8.00%, 4/15/12

   United States      70,000,000        62,650,000

CCH I Holdings LLC, senior note,
13.50%, 1/15/14

   United States      60,000,000        3,375,000

11.75%, 5/15/14

   United States      63,000,000        3,543,750

CCH I LLC, senior secured note, 11.00%, 10/01/15

   United States      113,000,000        20,340,000

CCH II LLC, senior note, 10.25%, 9/15/10

   United States      50,000,000        23,250,000

CCO Holdings LLC, senior note, 8.75%, 11/15/13

   United States      15,000,000        9,525,000

D.R. Horton Inc., 5.625%, 1/15/16

   United States      900,000        580,500

Dex Media Inc.,
B, 8.00%, 11/15/13

   United States      15,000,000        2,850,000

senior disc. note, 9.00%, 11/15/13

   United States      29,500,000        5,605,000

Dex Media West Finance, senior sub. note, 9.875%, 8/15/13

   United States      4,900,000        1,176,000

 

FI-12


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Income Securities Fund    Country      Principal
Amount
c
     Value

Corporate Bonds (continued)

            

Consumer Discretionary (continued)

            

DIRECTV Holdings LLC, senior note, 7.625%, 5/15/16

   United States      45,000,000      $   43,875,000

Dollar General Corp.,
senior note, 10.625%, 7/15/15

   United States      75,000,000        72,000,000

gsenior sub. note, PIK, 11.875%, 7/15/17

   United States      30,000,000        25,800,000

EchoStar DBS Corp., senior note,
6.375%, 10/01/11

   United States      5,000,000        4,662,500

7.75%, 5/31/15

   United States      25,000,000        21,375,000

7.125%, 2/01/16

   United States      27,500,000        23,100,000

Ford Motor Co., 7.45%, 7/16/31

   United States      50,000,000        14,000,000

Ford Motor Credit Co. LLC,
7.375%, 10/28/09

   United States      152,000,000        133,513,456

7.875%, 6/15/10

   United States      55,000,000        44,023,430

7.375%, 2/01/11

   United States      50,000,000        38,039,700

senior note, 9.75%, 9/15/10

   United States      19,500,000        15,605,421

senior note, 9.875%, 8/10/11

   United States      22,000,000        16,238,222

senior note, 7.25%, 10/25/11

   United States      10,000,000        7,309,310

General Motors Corp., senior deb., 8.25%, 7/15/23

   United States      25,000,000        4,250,000

Host Hotels & Resorts LP, senior note,
6.875%, 11/01/14

   United States      5,000,000        3,875,000

O, 6.375%, 3/15/15

   United States      9,000,000        6,750,000

Q, 6.75%, 6/01/16

   United States      27,000,000        19,845,000

K. Hovnanian Enterprises Inc., senior note, 7.50%, 5/15/16

   United States      3,000,000        765,000

KB Home, senior note,
6.375%, 8/15/11

   United States      5,000,000        3,875,000

5.75%, 2/01/14

   United States      6,500,000        4,127,500

6.25%, 6/15/15

   United States      9,500,000        5,842,500

7.25%, 6/15/18

   United States      10,600,000        6,254,000

Liberty Media Corp., senior note, 5.70%, 5/15/13

   United States      13,200,000        8,719,616

MGM MIRAGE,
senior note, 6.75%, 4/01/13

   United States      10,000,000        6,750,000

bsenior secured note, 144A, 13.00%, 11/15/13

   United States      15,000,000        14,362,500

R.H. Donnelley Corp.,
senior disc. note, A-1, 6.875%, 1/15/13

   United States      30,000,000        4,200,000

senior disc. note, A-2, 6.875%, 1/15/13

   United States      37,125,000        5,197,500

senior note, 6.875%, 1/15/13

   United States      11,089,000        1,552,460

senior note, 8.875%, 10/15/17

   United States      83,000,000        12,865,000

senior note, A-3, 8.875%, 1/15/16

   United States      57,750,000        8,951,250

b,gUnivision Communications Inc., senior note, 144A, PIK, 9.75%, 3/15/15

   United States      50,000,000        6,500,000

Visant Holding Corp., senior note, 8.75%, 12/01/13

   United States      17,000,000        12,665,000
                
               730,425,115
                

Consumer Staples 1.5%

            

Altria Group Inc., senior note,
8.50%, 11/10/13

   United States      20,000,000        20,735,300

9.70%, 11/10/18

   United States      47,000,000        50,880,696

Dole Food Co. Inc., senior note, 8.625%, 5/01/09

   United States      14,500,000        13,195,000
                
               84,810,996
                

Energy 4.8%

            

Callon Petroleum Co., senior note, 9.75%, 12/08/10

   United States      17,500,000        7,087,500

Chesapeake Energy Corp., senior note,
7.625%, 7/15/13

   United States      15,000,000        12,975,000

6.50%, 8/15/17

   United States      21,000,000        16,170,000

 

FI-13


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Income Securities Fund    Country      Principal
Amount
c
     Value

Corporate Bonds (continued)

            

Energy (continued)

            

Chesapeake Energy Corp., senior note (continued)

            

6.25%, 1/15/18

   United States      20,000,000      $      14,900,000

7.25%, 12/15/18

   United States      28,000,000        21,980,000

El Paso Corp., senior note,
12.00%, 12/12/13

   United States      16,000,000        16,040,000

7.25%, 4/01/18

   United States      9,000,000        7,188,048

MTN, 7.75%, 1/15/32

   United States      22,000,000        14,390,662

Mariner Energy Inc., senior note, 7.50%, 4/15/13

   United States      10,000,000        6,450,000

Newfield Exploration Co., senior sub. note, 6.625%, 4/15/16

   United States      18,200,000        14,560,000

OPTI Canada Inc., senior note, 7.875%, 12/15/14

   Canada      20,000,000        10,300,000

bPetrohawk Energy Corp., senior note, 144A, 7.875%, 6/01/15

   United States      20,700,000        15,421,500

bPetroplus Finance Ltd., senior note, 144A,

            

6.75%, 5/01/14

   Switzerland      3,000,000        1,920,000

7.00%, 5/01/17

   Switzerland      19,000,000        11,685,000

Pioneer Natural Resources Co., senior bond, 6.875%, 5/01/18

   United States      18,165,000        12,795,462

Plains Exploration & Production Co., senior note, 7.75%, 6/15/15

   United States      15,000,000        11,400,000

Sabine Pass LNG LP, senior secured note,
7.25%, 11/30/13

   United States      10,000,000        7,350,000

7.50%, 11/30/16

   United States      40,000,000        29,000,000

Sesi LLC, senior note, 6.875%, 6/01/14

   United States      18,500,000        14,337,500

bW&T Offshore Inc., senior note, 144A, 8.25%, 6/15/14

   United States      37,000,000        20,165,000
                
               266,115,672
                

Financials 8.1%

            

American Express Co., senior note, 7.00%, 3/19/18

   United States      10,000,000        10,128,460

American Express Credit Corp., senior note, C, 7.30%, 8/20/13

   United States      55,000,000        56,352,285

b,dAmerican International Group Inc., junior sub. deb., 144A, FRN, 8.175%, 5/15/58

   United States      54,000,000        21,032,784

hBank of America Corp., pfd., sub. bond, M, 8.125%, Perpetual

   United States      5,000,000        3,746,250

GMAC LLC,
5.625%, 5/15/09

   United States      15,000,000        14,415,720

b7.75%, 1/19/10, senior note, 144A

   United States      65,240,000        58,704,257

b7.25%, 3/02/11, senior note, 144A

   United States      7,915,000        6,805,317

b6.875%, 9/15/11, senior note, 144A

   United States      75,985,000        62,287,184

b6.875%, 8/28/12, senior note, 144A

   United States      11,081,000        8,511,981

b6.75%, 12/01/14, senior note, 144A

   United States      18,420,000        12,668,908

iStar Financial Inc.,
8.625%, 6/01/13

   United States      46,500,000        14,424,160

senior note, 5.15%, 3/01/12

   United States      20,000,000        6,303,460

senior note, 5.95%, 10/15/13

   United States      10,000,000        3,152,440

hJPMorgan Chase & Co., junior sub. note, 1, 7.90%, Perpetual

   United States      75,568,000        63,025,677

iLehman Brothers Holdings Inc., senior note,

            

6.20%, 9/26/14

   United States      55,000,000        5,500,000

6.875%, 5/02/18

   United States      17,000,000        1,700,000

7.00%, 9/27/27

   United States      17,000,000        1,700,000

b,dLiberty Mutual Group, junior sub. note, 144A, FRN, 10.75%, 6/15/88

   United States      25,000,000        13,767,750

Merrill Lynch & Co. Inc., 6.875%, 4/25/18

   United States      5,000,000        5,239,125

Morgan Stanley Dean Witter & Co., 5.30%, 3/01/13

   United States      35,000,000        31,769,885

hWells Fargo Capital XIII, pfd., 7.70%, Perpetual

   United States      5,600,000        4,625,667

hWells Fargo Capital XV, pfd., 9.75%, Perpetual

   United States      40,000,000        40,437,680
                
               446,298,990
                

 

FI-14


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Income Securities Fund    Country      Principal
Amount
c
     Value

Corporate Bonds (continued)

            

Health Care 5.4%

            

Community Health Systems Inc., senior sub. note, 8.875%, 7/15/15

   United States      55,000,000      $ 50,875,000

DaVita Inc.,
senior note, 6.625%, 3/15/13

   United States      23,825,000        22,752,875

senior sub. note, 7.25%, 3/15/15

   United States      19,500,000        18,622,500

HCA Inc.,
6.375%, 1/15/15

   United States      5,000,000        3,075,000

senior note, 6.50%, 2/15/16

   United States      20,000,000        12,400,000

senior secured note, 9.25%, 11/15/16

   United States      17,000,000        15,640,000

Tenet Healthcare Corp., senior note,
6.375%, 12/01/11

   United States      85,000,000        66,087,500

6.50%, 6/01/12

   United States      17,500,000        13,387,500

7.375%, 2/01/13

   United States      45,000,000        32,287,500

dFRN, 9.25%, 2/01/15

   United States      53,500,000        43,335,000

d,gU.S. Oncology Holdings Inc., senior note, PIK, FRN, 8.334%, 3/15/12

   United States      21,494,215        13,756,298

Vanguard Health Holding Co. I LLC, senior disc. note, zero cpn. to
10/01/09, 11.25% thereafter, 10/01/15

   United States      7,200,000        5,688,000
                
                  297,907,173
                

Industrials 4.8%

            

Allied Waste North America Inc.,
senior note, B, 7.375%, 4/15/14

   United States      22,500,000        21,285,225

senior note, B, 7.125%, 5/15/16

   United States      20,000,000        18,225,240

senior secured note, 6.125%, 2/15/14

   United States      22,445,000        20,334,407

senior secured note, B, 5.75%, 2/15/11

   United States      15,000,000        14,069,280

Browning-Ferris Industries Inc., 7.40%, 9/15/35

   United States      4,500,000        3,721,896

bCeva Group PLC, senior note, 144A, 10.00%, 9/01/14

   United Kingdom      25,000,000        18,656,250

Hertz Corp.,
senior note, 8.875%, 1/01/14

   United States      48,000,000        29,760,000

senior sub. note, 10.50%, 1/01/16

   United States      2,500,000        1,153,125

JohnsonDiversey Holdings Inc., senior disc. note, 10.67%, 5/15/13

   United States      20,000,000        14,100,000

JohnsonDiversey Inc., senior sub. note, B, 9.625%, 5/15/12

   United States      23,000,000        18,975,000

Nalco Finance Holdings, senior note, zero cpn. to 8/01/09, 9.00% thereafter, 2/01/14

   United States      36,829,000        26,701,025

Nortek Inc., senior note, 10.00%, 12/01/13

   United States      16,000,000        10,960,000

RBS Global & Rexnord Corp.,
senior note, 9.50%, 8/01/14

   United States      13,000,000        9,750,000

senior sub. note, 11.75%, 8/01/16

   United States      13,500,000        7,728,750

b,d,gRexnord Holdings Inc., senior note, 144A, PIK, FRN, 9.81%, 3/01/13

   United States      23,792,096        9,992,680

Terex Corp., senior sub. note, 8.00%, 11/15/17

   United States      45,000,000        38,475,000
                
               263,887,878
                

Information Technology 3.2%

            

bCeridian Corp., senior note, 144A, 11.25%, 11/15/15

   United States      27,000,000        14,411,250

First Data Corp., senior note, 9.875%, 9/24/15

   United States      43,000,000        26,230,000

Fiserv Inc., senior note, 6.80%, 11/20/17

   United States      7,000,000        6,210,169

Flextronics International Ltd., senior sub. note, 6.25%, 11/15/14

   Singapore      17,500,000        13,125,000

Freescale Semiconductor Inc., senior note,
8.875%, 12/15/14

   United States      72,000,000        32,040,000

10.125%, 12/15/16

   United States      85,000,000        35,275,000

Lucent Technologies Inc., 6.45%, 3/15/29

   United States      4,100,000        1,660,500

bNortel Networks Ltd., senior note, 144A, 10.75%, 7/15/16

   Canada      16,800,000        3,688,188

NXP BV/NXP Funding LLC, senior note, 9.50%, 10/15/15

   Netherlands      14,400,000        2,772,000

Qwest Capital Funding Inc., 7.25%, 2/15/11

   United States      2,700,000        2,281,500

Sanmina-SCI Corp., senior sub. note,
6.75%, 3/01/13

   United States      22,000,000        9,570,000

8.125%, 3/01/16

   United States      18,100,000        7,149,500

 

FI-15


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Income Securities Fund    Country      Principal
Amount
c
    Value

Corporate Bonds (continued)

         

Information Technology (continued)

         

SunGard Data Systems Inc.,
senior note, 9.125%, 8/15/13

   United States      9,000,000     $ 7,830,000

bsenior note, 144A, 10.625%, 5/15/15

   United States      7,500,000       6,450,000

senior sub. note, 10.25%, 8/15/15

   United States      14,500,000       9,642,500
             
               178,335,607
             

Materials 1.0%

         

Berry Plastics Holding Corp., senior secured note, 8.875%, 9/15/14

   United States      15,000,000       6,600,000

Freeport-McMoRan Copper & Gold Inc.,
senior note, 8.25%, 4/01/15

   United States      5,000,000       4,310,938

senior note, 8.375%, 4/01/17

   United States      15,000,000       12,317,040

senior secured note, 6.875%, 2/01/14

   United States      4,000,000       3,603,720

bIneos Group Holdings PLC, senior sub. note, 144A, 7.875%, 2/15/16

   United Kingdom      25,000,000  EUR     4,544,475

Jefferson Smurfit Corp., senior note, 8.25%, 10/01/12

   United States      10,500,000       1,837,500

Novelis Inc., senior note, 7.25%, 2/15/15

   Canada      33,800,000       19,773,000

Stone Container Corp., senior note, 8.00%, 3/15/17

   United States      9,000,000       1,755,000
             
            54,741,673
             

Telecommunication Services 0.2%

         

bDigicel Group Ltd., senior note, 144A, 8.875%, 1/15/15

   Jamaica      20,000,000       13,100,000
             

Utilities 5.9%

         

Dominion Resources Inc., senior note, 8.875%, 1/15/19

   United States      12,500,000       13,493,550

Dynegy Holdings Inc., senior note,
6.875%, 4/01/11

   United States      30,000,000       26,400,000

8.75%, 2/15/12

   United States      50,985,000       45,121,725

8.375%, 5/01/16

   United States      55,000,000       39,325,000

7.75%, 6/01/19

   United States      3,000,000       2,085,000

Energy Future Holdings Corp., senior note,
b144A, 10.875%, 11/01/17

   United States      37,500,000       26,812,500

b,g144A, PIK, 11.25%, 11/01/17

   United States      48,800,000       23,912,000

P, 5.55%, 11/15/14

   United States      24,000,000       11,333,472

bIllinois Power Co., senior note, 144A, 9.75%, 11/15/18

   United States      10,000,000       10,943,710

bIntergen NV, senior secured note, 144A, 9.00%, 6/30/17

   Netherlands      7,500,000       6,187,500

PNM Resources Inc., senior note, 9.25%, 5/15/15

   United States      6,000,000       4,800,000

Public Service Co. of New Mexico, senior note, 7.95%, 5/15/18

   United States      14,500,000       11,817,558

Reliant Energy Inc., senior note,
7.625%, 6/15/14

   United States      19,500,000       16,282,500

7.875%, 6/15/17

   United States      17,500,000       14,262,500

Sempra Energy, senior note, 8.90%, 11/15/13

   United States      10,000,000       10,106,570

bTexas Competitive Electric Holdings Co. LLC, senior note, 144A,

         

10.25%, 11/01/15

   United States      63,900,000       45,688,500

gPIK, 10.50%, 11/01/16

   United States      30,000,000       15,150,000
             
            323,722,085
             

Total Corporate Bonds (Cost $3,856,106,006)

            2,659,345,189
             

Convertible Bonds 1.7%

         

Consumer Discretionary 0.1%

         

bHost Marriott LP, cvt., senior deb., 144A, 3.25%, 3/15/24

   United States      8,000,000       6,940,000
             

 

FI-16


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Income Securities Fund    Country      Principal
Amount
c
     Value

Convertible Bonds (continued)

            

Financials 0.9%

            

bDuke Realty LP, cvt., senior note, 144A, 3.75%, 12/01/11

   United States      25,000,000      $ 14,375,000

diStar Financial Inc., cvt., senior note, FRN, 4.382%, 10/01/12

   United States      40,000,000        11,399,880

Vornado Realty Trust, cvt., senior bond,
3.625%, 11/15/26

   United States      12,000,000        9,570,000

2.85%, 4/01/27

   United States      15,000,000        11,137,500
                
               46,482,380
                

Health Care 0.4%

            

bMylan Inc., 144A, cvt., 3.75%, 9/15/15

   United States      24,000,000        21,840,000
                

Information Technology 0.3%

            

bAdvanced Micro Devices Inc., cvt., senior note, 144A, 5.75%, 8/15/12

   United States      50,000,000        17,437,500
                

Total Convertible Bonds (Cost $148,812,356)

               92,699,880
                

Total Investments before Short Term Investments (Cost $6,873,500,040)

               4,808,066,726
                

Short Term Investments (Cost $569,630,514) 10.3%

            

Repurchase Agreements 10.3%

            

jJoint Repurchase Agreement, 0.019%, 01/02/09 (Maturity Value $569,631,129)

   United States      569,630,514        569,630,514

Banc of America Securities LLC (Maturity Value $87,916,869)

            

Barclays Capital Inc. (Maturity Value $83,735,776)

            

BNP Paribas Securities Corp. (Maturity Value $111,647,701)

            

Credit Suisse Securities (USA) LLC (Maturity Value $111,647,701)

            

Deutsche Bank Securities Inc. (Maturity Value $64,430,977)

            

HSBC Securities (USA) Inc. (Maturity Value $83,735,776)

            

UBS Securities LLC (Maturity Value $26,516,329)

            

Collateralized by U.S. Government Agency Securities, 3.50% - 7.00%, 6/15/09 - 5/20/22; kU.S. Government Agency Discount Notes, 1/05/09 - 10/19/09; kU.S. Treasury Bills, 1/15/09; and U.S. Treasury Notes, 0.875% - 4.625%, 7/15/09 - 2/28/11

            
                

Total Investments (Cost $7,443,130,554) 97.5%

               5,377,697,240

Other Assets, less Liabilities 2.5%

               135,489,221
                

Net Assets 100.0%

             $ 5,513,186,461
                

 

See Abbreviations on page FI-29.

 

aRounds to less than 0.1% of net assets.

bSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust’s Board of Trustees. At December 31, 2008, the aggregate value of these securities was $653,369,846, representing 11.85% of net assets.

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

dThe coupon rate shown represents the rate at period end.

eSee Note 1(e) regarding senior floating rate interests.

fSee Note 8 regarding unfunded loan commitments.

gIncome may be received in additional securities and/or cash.

hPerpetual security with no stated maturity date.

iSee Note 7 regarding defaulted securities.

jSee Note 1(c) regarding joint repurchase agreement.

kThe security is traded on a discount basis with no stated coupon rate.

 

The accompanying notes are an integral part of these financial statements.

 

FI-17


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Franklin
Income
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 6,873,500,040  

Cost - Repurchase agreements

     569,630,514  
        

Total cost of investments

   $ 7,443,130,554  
        

Value - Unaffiliated issuers

   $ 4,808,066,726  

Value - Repurchase agreements

     569,630,514  
        

Total value of investments

     5,377,697,240  

Cash

     52,988,283  

Receivables:

  

Investment securities sold

     9,414,957  

Capital shares sold

     3,241,108  

Dividends and interest

     88,484,061  
        

Total assets

     5,531,825,649  
        

Liabilities:

  

Payables:

  

Investment securities purchased

     10,952,985  

Capital shares redeemed

     2,744,951  

Affiliates

     4,017,841  

Unrealized depreciation on unfunded loan commitments (Note 8)

     219,668  

Accrued expenses and other liabilities

     703,743  
        

Total liabilities

     18,639,188  
        

Net assets, at value

   $ 5,513,186,461  
        

Net assets consist of:

  

Paid-in capital

   $ 7,756,754,196  

Undistributed net investment income

     497,923,282  

Net unrealized appreciation (depreciation)

     (2,065,636,876 )

Accumulated net realized gain (loss)

     (675,854,141 )
        

Net assets, at value

   $ 5,513,186,461  
        

 

The accompanying notes are an integral part of these financial statements.

 

FI-18


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Assets and Liabilities (continued)

December 31, 2008

 

     Franklin
Income
Securities Fund

Class 1:

  

Net assets, at value

   $ 433,369,623
      

Shares outstanding

     37,595,666
      

Net asset value and maximum offering price per share

   $ 11.53
      

Class 2:

  

Net assets, at value

   $ 4,944,457,130
      

Shares outstanding

     437,755,357
      

Net asset value and maximum offering price per share

   $ 11.30
      

Class 4:

  

Net assets, at value

   $ 135,359,708
      

Shares outstanding

     11,780,873
      

Net asset value and maximum offering price per share

   $ 11.49
      

 

The accompanying notes are an integral part of these financial statements.

 

FI-19


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Franklin
Income
Securities Fund
 

Investment income:

  

Dividends

   $ 160,384,712  

Interest

     387,334,875  
        

Total investment income

     547,719,587  
        

Expenses:

  

Management fees (Note 3a)

     32,041,135  

Distribution fees: (Note 3c)

  

Class 2

     16,401,860  

Class 4

     149,065  

Unaffiliated transfer agent fees

     3,790  

Custodian fees (Note 4)

     160,271  

Reports to shareholders

     758,012  

Registration and filing fees

     84,346  

Professional fees

     142,338  

Trustees’ fees and expenses

     35,485  

Other

     224,004  
        

Total expenses

     50,000,306  

Expense reductions (Note 4)

     (56,094 )
        

Net expenses

     49,944,212  
        

Net investment income

     497,775,375  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments

     (632,210,794 )

Foreign currency transactions

     (86,389 )

Net increase from payments by affiliates (Note 9)

     1,317,686  
        

Net realized gain (loss)

     (630,979,497 )
        

Net change in unrealized appreciation (depreciation) on:

  

Investments

     (2,290,776,232 )

Translation of other assets and liabilities denominated in foreign currencies

     18,276  
        

Net change in unrealized appreciation (depreciation)

     (2,290,757,956 )
        

Net realized and unrealized gain (loss)

     (2,921,737,453 )
        

Net increase (decrease) in net assets resulting from operations

   $ (2,423,962,078 )
        

 

The accompanying notes are an integral part of these financial statements.

 

FI-20


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Franklin Income
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 497,775,375     $ 386,032,224  

Net realized gain (loss) from investments, foreign currency transactions and net increase from payments by affiliate

     (630,979,497 )     122,213,920  

Net change in unrealized appreciation (depreciation) on investments and translation of other assets and liabilities denominated in foreign currencies

     (2,290,757,956 )     (307,217,312 )
        

Net increase (decrease) in net assets resulting from operations

     (2,423,962,078 )     201,028,832  
        

Distributions to shareholders from:

    

Net investment income:

    

Class 1

     (24,795,329 )     (15,402,825 )

Class 2

     (360,749,953 )     (219,687,222 )

Class 4

     (836,031 )      

Net realized gains:

    

Class 1

     (9,933,051 )     (2,738,874 )

Class 2

     (151,054,226 )     (40,741,730 )

Class 4

     (334,915 )      
        

Total distributions to shareholders

     (547,703,505 )     (278,570,651 )
        

Capital share transactions: (Note 2)

    

Class 1

     177,883,831       (2,880,965 )

Class 2

     262,081,415       2,397,434,200  

Class 4

     159,890,193        
        

Total capital share transactions

     599,855,439       2,394,553,235  
        

Net increase (decrease) in net assets

     (2,371,810,144 )     2,317,011,416  

Net assets:

    

Beginning of year

     7,884,996,605       5,567,985,189  
        

End of year

   $ 5,513,186,461     $ 7,884,996,605  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 497,923,282     $ 384,940,522  
        

 

The accompanying notes are an integral part of these financial statements.

 

FI-21


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Franklin Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Franklin Income Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. The Fund offers three classes of shares: Class 1, Class 2, and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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.

 

Corporate debt securities generally trade in the over-the-counter market rather than on a securities exchange. The Trust may utilize independent pricing services, quotations from bond dealers, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Trust’s pricing services may use valuation models or matrix pricing which considers information with respect to comparable bond and note transactions, quotations from bond dealers, or by reference to other securities that are considered comparable in such characteristics as rating, interest rate and maturity date, option adjusted spread models, prepayment projections, interest rate spreads and yield curves, to determine current value.

 

Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the Fund. The investment manager 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 Depository 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. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Foreign Currency Translation

 

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction

 

FI-22


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

b. Foreign Currency Translation (continued)

 

date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust’s Board of Trustees.

 

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. Joint Repurchase Agreement

 

The Fund may enter into a joint repurchase agreement whereby its uninvested cash balance is deposited into a joint cash account with other funds managed by the investment manager or an affiliate of the investment manager and is used to invest in one or more repurchase agreements. The value and face amount of the joint repurchase agreement are allocated to the funds based on their pro-rata interest. A repurchase agreement is accounted for as a loan by the fund to the seller, collateralized by securities which are delivered to the fund’s custodian. The market value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the funds, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. The joint repurchase agreement held by the Fund at year end had been entered into on December 31, 2008. The joint repurchase agreement is valued at cost.

 

d. Foreign Currency Contracts

 

When the Fund purchases or sells foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities.

 

e. Senior Floating Rate Interests

 

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

 

Senior secured corporate loans in which the Fund invests are generally readily marketable, but may be subject to some restrictions on resale.

 

FI-23


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

f. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

g. Security Transactions, Investment Income, Expenses and Distributions

 

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Facility fees are recognized as income over the expected term of the loan. Dividend income is recorded on the ex-dividend date. 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.

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

h. 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.

 

i. Guarantees and Indemnifications

 

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

 

FI-24


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Income Securities Fund

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   17,900,721     $ 257,601,912     3,423,742     $ 60,983,057  

Shares issued in reinvestment of distributions

   2,143,727       34,728,380     1,003,968       18,141,699  

Shares redeemed

   (8,303,783 )     (114,446,461 )   (4,552,806 )     (82,005,721 )
        

Net increase (decrease)

   11,740,665     $ 177,883,831     (125,096 )   $ (2,880,965 )
        
Class 2 Shares:                         

Shares sold

   51,438,684     $ 783,774,483     139,710,740     $ 2,474,805,910  

Shares issued in reinvestment of distributions

   32,188,942       511,804,179     14,663,792       260,428,952  

Shares redeemed

   (75,101,550 )     (1,033,497,247 )   (19,520,061 )     (337,800,662 )
        

Net increase (decrease)

   8,526,076     $ 262,081,415     134,854,471     $ 2,397,434,200  
        
Class 4 Shares:                         

Shares sold

   11,763,342     $ 159,393,310      

Shares issued on reinvestment of distributions

   72,348       1,170,589      

Shares redeemed

   (54,817 )     (673,706 )    
                    

Net increase (decrease)

   11,780,873     $ 159,890,193      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Advisers, Inc. (Advisers)

   Investment manager

Franklin Templeton Services, LLC (FT Services)

   Administrative manager

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 Advisers based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets
0.625%   

Up to and including $100 million

0.500%   

Over $100 million, up to and including $250 million

0.450%   

Over $250 million, up to and including $7.5 billion

0.440%   

Over $7.5 billion, up to and including $10 billion

0.430%   

Over $10 billion, up to and including $12.5 billion

0.420%   

Over $12.5 billion, up to and including $15 billion

0.400%   

In excess of $15 billion

 

FI-25


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Income Securities Fund

 

3. TRANSACTIONS WITH AFFILIATES (continued)

 

b. Administrative Fees

 

Under an agreement with Advisers, FT Services provides administrative services to the Fund. The fee is paid by Advisers based on average daily net assets, and is not an additional expense of the Fund.

 

c. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.35% per year of its average daily net assets of each class. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 2.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

5. INCOME TAXES

 

For tax purposes, capital losses may be carried over to offset future capital gains, if any. At December 31, 2008, the Fund had tax basis capital losses of $526,136,287 expiring in 2016.

 

For tax purposes, realized capital losses and realized currency losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses and realized currency losses of $148,670,676 and $117,987, respectively.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from:

     

Ordinary income

   $ 440,431,430    $ 249,210,633

Long term capital gain

     107,272,075      29,360,018
      
   $ 547,703,505    $ 278,570,651
      

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation), and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 7,447,494,727  
        

Unrealized appreciation

   $ 132,431,830  

Unrealized depreciation

     (2,202,229,317 )
        

Net unrealized appreciation (depreciation)

   $ (2,069,797,487 )
        

Distributable earnings – undistributed ordinary income

   $ 504,680,100  
        

 

FI-26


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Income Securities Fund

 

5. INCOME TAXES (continued)

 

Net investment income differs for financial statement and tax purposes primarily due to differing treatments of defaulted securities, foreign currency transactions, payments-in-kind, and bond discounts and premiums.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales, defaulted securities, foreign currency transactions, payments-in-kind and bond discounts and premiums.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $3,494,585,940 and $2,880,538,278, respectively.

 

7. CREDIT RISK AND DEFAULTED SECURITIES

 

The Fund has 46.09% of its portfolio invested in high yield, senior secured floating rate notes, or other securities rated below investment grade. These securities may be more sensitive to economic conditions causing greater price volatility and are potentially subject to a greater risk of loss due to default than higher rated securities.

 

The Fund held defaulted securities and/or other securities for which the income has been deemed uncollectible. At December 31, 2008, the aggregate value of these securities was $8,900,000, representing 0.16% of the Fund’s net assets. The Fund discontinues accruing income on securities for which income has been deemed uncollectible and provides an estimate for losses on interest receivable. The securities have been identified on the accompanying Statement of Investments.

 

8. UNFUNDED LOAN COMMITMENTS

 

The Fund may enter into certain credit agreements, all or a portion of which may be unfunded. The Fund is obligated to fund these loan commitments at the borrowers’ discretion. Funded portions of credit agreements are presented on the Statement of Investments.

 

At December 31, 2008, unfunded commitments were as follows:

 

Borrower    Unfunded
Commitment

Bausch & Lomb Inc., Delayed Draw Term Loan

   $ 704,000
      

 

Unfunded loan commitments and funded portions of credit agreements are marked to market daily and any unrealized appreciation or depreciation is included in the Statement of Assets and Liabilities and Statement of Operations.

 

9. VIOLATION OF INVESTMENT RESTRICTIONS

 

During the year ended December, 31, 2008, the Fund inadvertently breached one of its investment restrictions. For the year ended December 31, 2008, the Fund incurred a loss of $1,317,686 on the investments. Advisers reimbursed the Fund for such losses incurred which is reflected in the Statement of Operations.

 

10. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

FI-27


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Income Securities Fund

 

10. FAIR VALUE MEASUREMENTS (continued)

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets and liabilities carried at fair value:

 

     Level 1    Level 2    Level 3    Total

Assets:

           

Investments in Securities

   $ 1,662,819,718    $ 3,702,003,447    $ 12,874,075    $ 5,377,697,240

Liabilities:

           

Other Financial Instrumentsa

          219,668           219,668

 

a

Other financial instruments includes net unrealized appreciation (depreciation) on unfunded loan commitments.

 

At December 31, 2008, the reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value, is as follows:

 

     Investments In
Securities

Beginning Balance – January 1, 2008

   $

Net realized gain (loss)

    

Net change in unrealized appreciation (depreciation)

    

Net purchases (sales)

     12,874,075

Transfers in and/or out of Level 3

    
      

Ending Balance

   $ 12,874,075
      

Net change in unrealized appreciation (depreciation)
attributable to assets still held at end of year

   $
      

 

11. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

12. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with certain other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global

 

FI-28


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Income Securities Fund

12. SUBSEQUENT EVENTS (continued)

 

Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

 

 

ABBREVIATIONS

 

Currency    Selected Portfolio
EUR - Euro   

ADR - American Depository Receipt

FRN - Floating Rate Note

L/C - Letter of Credit

MTN - Medium Term Note

PIK - Payment-In-Kind

 

FI-29


Franklin Templeton Variable Insurance Products Trust

 

Franklin Income Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Income Securities Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

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Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Franklin Income Securities Fund

 

Under Section 852(b)(3)(C) of the Internal Revenue Code (Code), the Fund designates the maximum amount allowable but no less than $107,272,075 as a long term capital gain dividend for the fiscal year ended December 31, 2008.

 

Under Section 854(b)(2) of the Code, the Fund designates 26.23% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended December 31, 2008.

 

FI-31


FRANKLIN LARGE CAP GROWTH SECURITIES FUND

 

This annual report for Franklin Large Cap Growth Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   -34.63%    -3.22%    +0.27%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -28.68%.

 

Total Return Index Comparison

for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Standard & Poor’s 500 Index (S&P 500) and the Russell 1000® Growth Index. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Franklin Large Cap Growth Securities Fund Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

FLG-1


 

Fund Goal and Main Investments: Franklin Large Cap Growth Securities Fund seeks capital appreciation. The Fund normally invests at least 80% of its net assets in investments of large capitalization companies and normally invests predominantly in equity securities. For this Fund, large capitalization companies are those with market capitalization values within those of the top 50% of companies in the Russell 1000 Index at the time of purchase.1

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund performed better than its primary benchmark, the S&P 500, which had a -37.00% total return.2 The Fund also performed better than its secondary benchmark, the Russell 1000 Growth Index, which had a -38.44% total return for the same period.2

 

Economic and Market Overview

 

In 2008, economic conditions deteriorated. The Conference Board’s Consumer Confidence Index fell to an all-time low since it began in 1967 as the U.S. economy faltered and stock markets declined. The government’s abrupt conservatorship of Fannie Mae and Freddie Mac and the failure of several blue-chip banks and financial institutions roiled equity markets. Despite government interventions and massive emergency funding, the nation’s economic troubles were exacerbated as manufacturing activity weakened at its fastest pace in nearly 30 years and as home prices continued to fall. Jobless claims mounted and the unemployment rate rose to 7.2% by period-end.3 Economic growth, as measured by gross domestic product (GDP), rebounded from a 0.9% annualized rate in the first quarter of 2008 to a 2.8% annualized pace in the second quarter, largely due to strong exports and government spending. However, in the third and fourth quarters of 2008, GDP fell at annualized rates of 0.5% and an estimated 3.8%, reflecting a broad-based contraction in consumer spending, falling corporate profits and slowing export growth.

 

Oil prices soared to a record high in July, rising above $145 per barrel, before dramatically retreating to $45 by period-end. Many other commodities such as agricultural products and precious and base metals followed similar trends. Partially as a result of the steep price corrections, inflation declined significantly late in the review period, and

 

1. Please see Index Descriptions following the Fund Summaries.

2. Source: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

3. Source: Bureau of Labor Statistics.

 

Fund Risks: The Fund’s investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. Large capitalization stocks tend to go through cycles of outperforming or lagging the stock market in general, and, in the past, these periods have lasted for several years. By having significant investments in particular sectors from time to time, such as the technology sector, which has been among the market’s most volatile sectors, as well as the communications and financial services sectors, the Fund may be at greater risk from adverse developments in a sector than a fund that invests more broadly. Foreign investing involves additional risks, including currency fluctuations, economic instability, market volatility, and political and social instability. The Fund’s prospectus also includes a description of the main investment risks.

 

FLG-2


December’s inflation rate was an annualized 0.1%.3 Core inflation, which excludes food and energy costs, rose at a 1.8% annual rate; this level was within the Federal Reserve Board’s (Fed’s) informal target range of 1.5%-2.0%.3

 

A slowing economy and decelerating inflation prompted policymakers to further lower interest rates and enact stimulus plans. During the year under review, the Fed lowered the federal funds target rate to a range of 0% to 0.25% from 4.25% at the start of the reporting period. The Fed and U.S. Treasury Department also introduced new programs such as the Primary Dealer Credit Facility (PDCF) and the Troubled Asset Relief Program (TARP), which were intended to enhance market liquidity.

 

Volatility remained high throughout the reporting period but intensified in the latter half of the year as stocks fluctuated wildly and Treasury prices soared. The year was among the worst in history for U.S. stock market performance. For the 12 months under review, the blue chip stocks of the Dow Jones Industrial Average had a total return of -31.93%, the broader S&P 500 a -37.00% total return, and the technology-heavy NASDAQ Composite Index a -40.03% total return.2 All sectors lost value, and the financials, materials and information technology sectors had the largest declines.

 

Investment Strategy

 

We are research-driven, fundamental investors pursuing a bottom-up strategy. As such, we focus primarily on individual securities that present, in our opinion, the best trade-off between potential return and risk. We seek out companies trading at the greatest discount to our estimates of their fair worth, with worth most often being a function of future growth potential. In making these judgments, we also take into account risks and uncertainties that are inherent to our growth and worth estimates. We rely on a team of analysts to help provide in-depth industry expertise and use both qualitative and quantitative analysis to evaluate companies for distinct, sustainable and competitive advantages likely to lead to growth in earnings and/or cash flow. Competitive advantages such as a particular product niche, proven technology, sound financial profits and records, or strong management are all factors we believe may contribute to future cash flow and earnings growth potential.

 

Manager’s Discussion

 

Looking back on the key factors impacting the Fund’s returns during the period under review, we would like to remind shareholders that our investment strategy is primarily bottom-up and driven by individual

 

LOGO

 

FLG-3


stock selection. However, we recognize that a sector-based discussion can be a helpful way to organize a portfolio review of key performance drivers.

 

From a sector perspective, the Fund’s performance relative to the S&P 500 was hurt by our underweighted allocation and stock selection in the energy sector. In particular, our holdings in offshore oil and gas services company Global Industries4 (sold by year-end) and oil and natural gas exploration and production firms Chesapeake Energy and Exxon Mobil detracted from relative Fund returns. The Fund’s underweighted exposure and stock selection in the consumer discretionary sector also hampered the Fund partly due to our investment in audio products and electronic systems manufacturer Harman International Industries. Our decision not to hold fast food restaurant operator McDonald’s, which did not meet our investment criteria, was also detrimental to our relative results. Some of the Fund’s utilities holdings such as independent power producer and energy trader Iberdrola Renovables4 (sold by year-end) were additional detractors.

 

Several of the Fund’s financials sector investments also detracted from relative returns, including American International Group (AIG), Merrill Lynch, iStar Financial4 and Wells Fargo, which offset the positive effect of our sector underweighting. We sold AIG and iStar by year-end.

 

Stock selection in the information technology sector helped Fund performance relative to the S&P 500. In particular, our QUALCOMM and Visa4 (sold by year-end) holdings boosted relative results. An overweighted allocation and stock selection in the health care sector also benefited the Fund as biotechnology firm Genentech4 performed well. Pharmaceutical companies Teva Pharmaceutical Industries, 4 Schering-Plough, Roche Holding4 and Merck also helped relative performance as their shares performed better than the index. Additionally, underweighted exposure and stock selection in the materials sector contributed to the Fund.

 

Other key contributors to relative Fund returns included beverage manufacturer Hansen Natural, electric energy generator and distributor NV Energy and food and staples retailer Wal-Mart Stores.

 

4. This holding is not an index component.

 

 

Top 10 Holdings

Franklin Large Cap Growth Securities Fund 12/31/08

 

Company
Sector/Industry
   % of Total
Net Assets
Genentech Inc.    4.1%
Health Care   
The Boeing Co.    3.2%
Industrials   
Schering-Plough Corp.    3.0%
Health Care   
AT&T Inc.    2.8%
Telecommunication Services   
International Business Machines Corp.    2.7%
Information Technology   
CVS Caremark Corp.    2.4%
Consumer Staples   
QUALCOMM Inc.    2.3%
Information Technology   
Hewlett-Packard Co.    2.3%
Information Technology   
Wal-Mart Stores Inc.    2.2%
Consumer Staples   
WellPoint Inc.    2.2%
Health Care   

 

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments.

 

FLG-4


Thank you for your participation in Franklin Large Cap Growth Securities Fund. We look forward to serving your future investment needs.

 

 

 

 

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

FLG-5


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Franklin Large Cap Growth Securities Fund Class 4

 

FLG-6


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

   Ending
Account
Value 12/31/08
   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 730.40    $ 4.87

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,019.51    $ 5.69

 

*Expenses are calculated using the most recent six-month annualized expense ratio for the Fund’s Class 4 shares (1.12%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

FLG-7


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Franklin Large Cap Growth Securities Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 17.51     $ 16.70     $ 15.17     $ 15.08     $ 14.01  
        

Income from investment operationsa:

          

Net investment incomeb

     0.17       0.21       0.17       0.17       0.13  

Net realized and unrealized gains (losses)

     (5.82 )     0.89       1.51       0.02       1.02  
        

Total from investment operations

     (5.65 )     1.10       1.68       0.19       1.15  
        

Less distributions from:

          

Net investment income

     (0.24 )     (0.16 )     (0.15 )     (0.10 )     (0.08 )

Net realized gains

     (0.96 )     (0.13 )                  
        

Total distributions

     (1.20 )     (0.29 )     (0.15 )     (0.10 )     (0.08 )
        

Net asset value, end of year

   $ 10.66     $ 17.51     $ 16.70     $ 15.17     $ 15.08  
        

Total returnc

     (34.39)%       6.53%       11.17%       1.31%       8.23%  

Ratios to average net assets

          

Expensesd

     0.77%       0.74%       0.76%       0.76%       0.79%  

Net investment income

     1.19%       1.21%       1.11%       1.14%       0.99%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 51,651     $ 96,920     $ 114,929     $ 136,464     $ 169,107  

Portfolio turnover rate

     66.04%       50.67%       50.97%       39.44%       38.48%  

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FLG-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Large Cap Growth Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 17.25     $ 16.47     $ 14.97     $ 14.90     $ 13.87  
        

Income from investment operationsa:

          

Net investment incomeb

     0.13       0.17       0.13       0.13       0.11  

Net realized and unrealized gains (losses)

     (5.73 )     0.87       1.49       0.03       0.99  
        

Total from investment operations

     (5.60 )     1.04       1.62       0.16       1.10  
        

Less distributions from:

          

Net investment income

     (0.19 )     (0.13 )     (0.12 )     (0.09 )     (0.07 )

Net realized gains

     (0.96 )     (0.13 )                  
        

Total distributions

     (1.15 )     (0.26 )     (0.12 )     (0.09 )     (0.07 )
        

Net asset value, end of year

   $ 10.50     $ 17.25     $ 16.47     $ 14.97     $ 14.90  
        

Total returnc

     (34.53)%       6.23%       10.90%       1.06%       7.93%  

Ratios to average net assets

          

Expensesd

     1.02%       0.99%       1.01%       1.01%       1.04%  

Net investment income

     0.94%       0.96%       0.86%       0.89%       0.74%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 328,597     $ 642,351     $ 636,592     $ 510,395     $ 340,465  

Portfolio turnover rate

     66.04%       50.67%       50.97%       39.44%       38.48%  

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FLG-9


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Large Cap Growth Securities Fund

 

Class 4    Period Ended
December 31,
2008
a
 

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 16.05  
        

Income from investment operationsb:

  

Net investment incomec

     0.11  

Net realized and unrealized gains (losses)

     (4.34 )
        

Total from investment operations

     (4.23 )
        

Less distributions from:

  

Net investment income

     (0.24 )

Net realized gains

     (0.96 )
        

Total distributions

     (1.20 )
        

Net asset value, end of period

   $ 10.62  
        

Total returnd

     (28.68)%  

Ratios to average net assetse

  

Expensesf

     1.12%  

Net investment income

     0.84%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 3  

Portfolio turnover rate

     66.04%  

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

 

The accompanying notes are an integral part of these financial statements.

 

FLG-10


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Franklin Large Cap Growth Securities Fund    Country      Shares      Value

Common Stocks 94.4%

            

Consumer Discretionary 4.6%

            

Abercrombie & Fitch Co., A

   United States      77,400      $ 1,785,618

CBS Corp., B

   United States      530,600        4,345,614

Comcast Corp.

   United States      213,200        3,598,816

Harman International Industries Inc.

   United States      214,400        3,586,912

Target Corp.

   United States      42,700        1,474,431

The Walt Disney Co.

   United States      118,700        2,693,303
                
                 17,484,694
                

Consumer Staples 15.9%

            

Altria Group Inc.

   United States      130,000        1,957,800

The Coca-Cola Co.

   United States      38,400        1,738,368

Costco Wholesale Corp.

   United States      91,700        4,814,250

CVS Caremark Corp.

   United States      311,200        8,943,888

Diageo PLC, ADR

   United Kingdom      69,700        3,954,778

aHansen Natural Corp.

   United States      204,666        6,862,451

PepsiCo Inc.

   United States      86,600        4,743,082

Philip Morris International Inc.

   United States      141,600        6,161,016

The Procter & Gamble Co.

   United States      73,700        4,556,134

Safeway Inc.

   United States      98,400        2,338,968

Wal-Mart Stores Inc.

   United States      150,300        8,425,818

Walgreen Co.

   United States      246,354        6,077,553
                
               60,574,106
                

Energy 10.0%

            

Chesapeake Energy Corp.

   United States      134,700        2,178,099

ConocoPhillips

   United States      129,400        6,702,920

Devon Energy Corp.

   United States      91,900        6,038,749

Exxon Mobil Corp.

   United States      90,500        7,224,615

Halliburton Co.

   United States      144,500        2,627,010

Marathon Oil Corp.

   United States      199,200        5,450,112

aNational Oilwell Varco Inc.

   United States      95,100        2,324,244

Schlumberger Ltd.

   United States      125,300        5,303,949
                
               37,849,698
                

Financials 8.6%

            

Bank of America Corp.

   United States      273,058        3,844,657

Citigroup Inc.

   United States      175,300        1,176,263

Invesco Ltd.

   United States      230,700        3,331,308

JPMorgan Chase & Co.

   United States      184,840        5,828,005

Merrill Lynch & Co. Inc.

   United States      282,900        3,292,956

State Street Corp.

   United States      178,200        7,008,606

T. Rowe Price Group Inc.

   United States      66,800        2,367,392

Wells Fargo & Co.

   United States      197,600        5,825,248
                
               32,674,435
                

Health Care 19.3%

            

aGenentech Inc.

   United States      190,100        15,761,191

aGenzyme Corp.

   United States      81,100        5,382,607

Johnson & Johnson

   United States      130,100        7,783,883

Medtronic Inc.

   United States      145,500        4,571,610

Merck & Co. Inc.

   United States      237,500        7,220,000

Roche Holding AG, ADR

   Switzerland      16,600        1,270,730

Schering-Plough Corp.

   United States      662,200        11,277,266

Teva Pharmaceutical Industries Ltd., ADR

   Israel      188,900        8,041,473

 

FLG-11


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Large Cap Growth Securities Fund    Country      Shares      Value

Common Stocks (continued)

            

Health Care (continued)

            

aWaters Corp.

   United States      106,600      $ 3,906,890

aWellPoint Inc.

   United States      195,200        8,223,776
                
                 73,439,426
                

Industrials 4.5%

            

The Boeing Co.

   United States      281,800        12,024,406

General Electric Co.

   United States      304,800        4,937,760
                
               16,962,166
                

Information Technology 19.4%

            

aAgilent Technologies Inc.

   United States      238,000        3,719,940

aApple Inc.

   United States      37,000        3,157,950

aAutodesk Inc.

   United States      63,600        1,249,740

aCisco Systems Inc.

   United States      243,300        3,965,790

aDell Inc.

   United States      234,400        2,400,256

aEMC Corp.

   United States      234,800        2,458,356

aGoogle Inc., A

   United States      19,000        5,845,350

Hewlett-Packard Co.

   United States      242,700        8,807,583

Intel Corp.

   United States      427,400        6,265,684

International Business Machines Corp.

   United States      123,700        10,410,592

Microsoft Corp.

   United States      376,100        7,311,384

aNetApp Inc.

   United States      185,300        2,588,641

Nokia Corp., ADR

   Finland      240,500        3,751,800

QUALCOMM Inc.

   United States      247,300        8,860,759

Texas Instruments Inc.

   United States      200,500        3,111,760
                
               73,905,585
                

Materials 0.7%

            

Weyerhaeuser Co.

   United States      81,000        2,479,410
                

Telecommunication Services 4.5%

            

AT&T Inc.

   United States      370,400        10,556,400

aNII Holdings Inc.

   United States      101,550        1,846,179

Verizon Communications Inc.

   United States      140,000        4,746,000
                
               17,148,579
                

Utilities 6.9%

            

Allegheny Energy Inc.

   United States      99,100        3,355,526

Constellation Energy Group

   United States      134,700        3,379,623

aDynegy Inc.

   United States      549,200        1,098,400

Exelon Corp.

   United States      92,200        5,127,242

NV Energy Corp.

   United States      602,100        5,954,769

Public Service Enterprise Group Inc.

   United States      255,600        7,455,852
                
               26,371,412
                

Total Common Stocks (Cost $414,398,523)

               358,889,511
                

 

FLG-12


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Large Cap Growth Securities Fund    Country      Principal
Amount
     Value  

Short Term Investments (Cost $22,902,035) 6.0%

            

bRepurchase Agreements 6.0%

            

Joint Repurchase Agreement, 0.019%, 01/02/09 (Maturity Value $22,902,060)

   United States      $ 22,902,035      $ 22,902,035  

Banc of America Securities LLC (Maturity Value $3,534,703)

Barclays Capital Inc. (Maturity Value $3,366,603)

BNP Paribas Securities Corp. (Maturity Value $4,488,804)

Credit Suisse Securities (USA) LLC (Maturity Value $4,488,804)

Deutsche Bank Securities Inc. (Maturity Value $2,590,452)

HSBC Securities (USA) Inc. (Maturity Value $3,366,603)

UBS Securities LLC (Maturity Value $1,066,091)

            

Collateralized by U.S. Government Agency Securities, 3.50% - 7.00%, 6/15/09 - 5/20/22;
cU.S. Government Agency Discount Notes, 1/05/09 - 10/19/09; cU.S. Treasury Bills, 1/15/09; and U.S. Treasury Notes, 0.875% - 4.625%, 7/15/09 - 2/28/11

            
                  

Total Investments (Cost $437,300,558) 100.4%

               381,791,546  

Other Assets, less Liabilities (0.4)%

               (1,539,997 )
                  

Net Assets 100.0%

             $ 380,251,549  
                  

 

See Abbreviations on page FLG-22.

 

 

 

aNon-income producing for the twelve months ended December 31, 2008.

bSee Note 1(c) regarding joint repurchase agreement.

cThe security is traded on a discount basis with no stated coupon rate.

 

The accompanying notes are an integral part of these financial statements.

 

FLG-13


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Franklin
Large Cap Growth
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 414,398,523  

Cost - Repurchase agreements

     22,902,035  
        

Total cost of investments

   $ 437,300,558  
        

Value - Unaffiliated issuers

   $ 358,889,511  

Value - Repurchase agreements

     22,902,035  
        

Total value of investments

     381,791,546  

Receivables:

  

Capital shares sold

     23,066  

Dividends

     781,479  

Other assets

     4,338  
        

Total assets

     382,600,429  
        

Liabilities:

  

Payables:

  

Investment securities purchased

     1,738,061  

Capital shares redeemed

     109,940  

Affiliates

     369,683  

Accrued expenses and other liabilities

     131,196  
        

Total liabilities

     2,348,880  
        

Net assets, at value

   $ 380,251,549  
        

Net assets consist of:

  

Paid-in capital

   $ 516,439,186  

Undistributed net investment income

     5,867,639  

Net unrealized appreciation (depreciation)

     (55,509,012 )

Accumulated net realized gain (loss)

     (86,546,264 )
        

Net assets, at value

   $ 380,251,549  
        

Class 1:

  

Net assets, at value

   $ 51,650,865  
        

Shares outstanding

     4,846,787  
        

Net asset value and maximum offering price per share

   $ 10.66  
        

Class 2:

  

Net assets, at value

   $ 328,597,372  
        

Shares outstanding

     31,304,537  
        

Net asset value and maximum offering price per share

   $ 10.50  
        

Class 4:

  

Net assets, at value

   $ 3,312  
        

Shares outstanding

     312  
        

Net asset value and maximum offering price per share

   $ 10.62  
        

 

The accompanying notes are an integral part of these financial statements.

 

FLG-14


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Franklin
Large Cap Growth
Securities Fund
 

Investment income:

  

Dividends

   $ 10,552,587  

Interest

     618,199  
        

Total investment income

     11,170,786  
        

Expenses:

  

Management fees (Note 3a)

     4,172,844  

Distribution fees: (Note 3c)

  

Class 2

     1,242,575  

Class 4

     13  

Unaffiliated transfer agent fees

     817  

Custodian fees (Note 4)

     13,183  

Reports to shareholders

     137,287  

Professional fees

     28,722  

Trustees’ fees and expenses

     3,080  

Other

     22,130  
        

Total expenses

     5,620,651  

Expense reductions (Note 4)

     (1,115 )
        

Net expenses

     5,619,536  
        

Net investment income

     5,551,250  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments

     (83,512,678 )

Foreign currency transactions

     27,247  
        

Net realized gain (loss)

     (83,485,431 )
        

Net change in unrealized appreciation (depreciation) on investments

     (151,830,475 )
        

Net realized and unrealized gain (loss)

     (235,315,906 )
        

Net increase (decrease) in net assets resulting from operations

   $ (229,764,656 )
        

 

The accompanying notes are an integral part of these financial statements.

 

FLG-15


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Franklin Large Cap Growth
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 5,551,250     $ 7,847,225  

Net realized gain (loss) from investments and foreign currency transactions

     (83,485,431 )     40,375,688  

Net change in unrealized appreciation (depreciation) on investments

     (151,830,475 )     615,536  
        

Net increase (decrease) in net assets resulting from operations

     (229,764,656 )     48,838,449  
        

Distributions to shareholders from:

    

Net investment income:

    

Class 1

     (1,183,538 )     (1,011,747 )

Class 2

     (6,484,690 )     (5,183,286 )

Class 4

     (73 )      

Net realized gains:

    

Class 1

     (4,817,075 )     (783,904 )

Class 2

     (33,345,360 )     (5,103,109 )

Class 4

     (298 )      
        

Total distributions to shareholders

     (45,831,034 )     (12,082,046 )
        

Capital share transactions: (Note 2)

    

Class 1

     (9,557,762 )     (23,683,527 )

Class 2

     (73,871,480 )     (25,322,436 )

Class 4

     5,000        
        

Total capital share transactions

     (83,424,242 )     (49,005,963 )
        

Net increase (decrease) in net assets

     (359,019,932 )     (12,249,560 )

Net assets:

    

Beginning of year

     739,271,481       751,521,041  
        

End of year

   $ 380,251,549     $ 739,271,481  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 5,867,639     $ 7,959,580  
        

 

The accompanying notes are an integral part of these financial statements.

 

FLG-16


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Franklin Large Cap Growth Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Franklin Large Cap Growth Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. The Fund offers three classes of shares: Class 1, Class 2 and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security 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. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Foreign Currency Translation

 

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust’s Board of Trustees.

 

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. Joint Repurchase Agreement

 

The Fund may enter into a joint repurchase agreement whereby its uninvested cash balance is deposited into a joint cash account with other funds managed by the investment manager or an affiliate of the investment manager and is used to invest in one or

 

FLG-17


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Large Cap Growth Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

c. Joint Repurchase Agreement (continued)

 

more repurchase agreements. The value and face amount of the joint repurchase agreement are allocated to the funds based on their pro-rata interest. A repurchase agreement is accounted for as a loan by the fund to the seller, collateralized by securities which are delivered to the fund’s custodian. The market value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the funds, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. The joint repurchase agreement held by the Fund at year end had been entered into on December 31, 2008. The joint repurchase agreement is valued at cost.

 

d. Foreign Currency Contracts

 

When the Fund purchases or sells foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities.

 

e. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

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. 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.

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

FLG-18


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Large Cap Growth Securities Fund

 

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

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   42,013     $ 581,393     49,014     $ 867,822  

Shares issued in reinvestment of distributions

   390,665       6,000,613     98,500       1,795,651  

Shares redeemed

   (1,122,371 )     (16,139,768 )   (1,491,144 )     (26,347,000 )
        

Net increase (decrease)

   (689,693 )   $ (9,557,762 )   (1,343,630 )   $ (23,683,527 )
        
Class 2 Shares:                         

Shares sold

   2,042,228     $ 30,356,073     4,957,506     $ 85,672,603  

Shares issued in reinvestment of distributions

   2,630,783       39,830,049     572,102       10,286,395  

Shares redeemed

   (10,607,967 )     (144,057,602 )   (6,934,030 )     (121,281,434 )
        

Net increase (decrease)

   (5,934,956 )   $ (73,871,480 )   (1,404,422 )   $ (25,322,436 )
        
Class 4 Shares:                         

Shares sold

   312     $ 5,000      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Advisers, Inc. (Advisers)

   Investment manager

Franklin Templeton Services, LLC (FT Services)

   Administrative manager

Franklin Templeton Distributors, Inc. (Distributors)

   Principal underwriter

Franklin Templeton Investor Services, LLC (Investor Services)

   Transfer agent

 

FLG-19


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Large Cap Growth Securities Fund

 

3. TRANSACTIONS WITH AFFILIATES (continued)

 

a. Management Fees

 

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

 

Annualized Fee Rate    Net Assets
0.750%   

Up to and including $500 million

0.625%   

Over $500 million, up to and including $1 billion

0.500%   

In excess of $1 billion

 

b. Administrative Fees

 

Under an agreement with Advisers, FT Services provides administrative services to the Fund. The fee is paid by Advisers based on average daily net assets, and is not an additional expense of the Fund.

 

c. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.35% per year of its average daily net assets of each class. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 2.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

5. INCOME TAXES

 

For tax purposes, capital losses may be carried over to offset future capital gains, if any. At December 31, 2008, the Fund had tax basis capital losses of $67,794,923 expiring in 2016.

 

For tax purposes, realized capital losses and realized currency losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses and realized currency losses of $12,505,197 and $105, respectively.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from:

     

Ordinary Income

   $ 21,652,204    $ 6,195,033

Long term capital gain

     24,178,830      5,887,013
      
   $ 45,831,034    $ 12,082,046
      

 

 

FLG-20


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Large Cap Growth Securities Fund

 

5. INCOME TAXES (continued)

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation) and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 443,546,597  
        

Unrealized appreciation

   $ 23,206,804  

Unrealized depreciation

     (84,961,855 )
        

Net unrealized appreciation (depreciation)

   $ (61,755,051 )
        

Distributable earnings – undistributed ordinary income

   $ 5,867,639  
        

 

Net investment income differs for financial statement and tax purposes primarily due to differing treatment of foreign currency transactions.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales and foreign currency transactions.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $363,022,784 and $474,212,654, respectively.

 

7. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets carried at fair value:

 

     Level 1    Level 2    Level 3    Total
Assets:                    

Investments in Securities

   $ 358,889,511    $ 22,902,035    $    $ 381,791,546

 

FLG-21


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Large Cap Growth Securities Fund

 

8. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

9. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

 

 

ABBREVIATIONS

 

Selected Portfolio

ADR - American Depository Receipt

 

FLG-22


Franklin Templeton Variable Insurance Products Trust

 

Franklin Large Cap Growth Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Large Cap Growth Securities Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

FLG-23


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Franklin Large Cap Growth Securities Fund

 

Under Section 854(b)(2) of the Internal Revenue Code, the Fund designates 44.69% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended December 31, 2008.

 

FLG-24


FRANKLIN LARGE CAP VALUE SECURITIES FUND

 

This annual report for Franklin Large Cap Value Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    3-Year    Since
Inception
(3/1/05)

Average Annual Total Return

   -35.25%    -9.13%    -6.19%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 2 performance, which includes a 12b-1 fee expense of 0.25% per year. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -31.98%. The investment manager and administrator have contractually agreed to waive or limit their respective fees and to assume as their own expense certain expenses otherwise payable by the Fund, exclusive of acquired fund fees and expenses, so that net annual Fund operating expenses do not exceed 1.00% (other than certain non-routine expenses or costs, including those relating to litigation, indemnification, reorganizations and liquidations) until 4/30/09. If the manager and administrator had not waived fees, the Fund’s total returns would have been lower.

 

Total Return Index Comparison for a Hypothetical $10,000 Investment (3/1/05–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Russell 1000® Value Index. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Franklin Large Cap Value Securities Fund – Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

FLV-1


 

Fund Goal and Main Investments: Franklin Large Cap Value Securities Fund seeks long-term capital appreciation. The Fund normally invests at least 80% of its net assets in investments of large capitalization companies and normally invests predominantly in equity securities, focusing on those the manager believes to be undervalued. For this Fund, large capitalization companies are those that are similar in size to those in the Russell 1000 Index at the time of purchase.1

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund performed comparably to its benchmark, the Russell 1000 Value Index, which fell 36.85% for the same period.2

 

Economic and Market Overview

 

In 2008, economic conditions deteriorated. The Conference Board’s Consumer Confidence Index fell to an all-time low since it began in 1967 as the U.S. economy faltered and stock markets declined. The government’s abrupt conservatorship of Fannie Mae and Freddie Mac and the failure of several blue-chip banks and financial institutions roiled equity markets. Despite government interventions and massive emergency funding, the nation’s economic troubles were exacerbated as manufacturing activity weakened at its fastest pace in nearly 30 years and as home prices continued to fall. Jobless claims mounted and the unemployment rate rose to 7.2% by period-end.3 Economic growth, as measured by gross domestic product (GDP), rebounded from a 0.9% annualized rate in the first quarter of 2008 to a 2.8% annualized pace in the second quarter, largely due to strong exports and government spending. However, in the third and fourth quarters of 2008, GDP fell at annualized rates of 0.5% and an estimated 3.8%, reflecting a broad-based contraction in consumer spending, falling corporate profits and slowing export growth.

 

Oil prices soared to a record high in July, rising above $145 per barrel, before dramatically retreating to $45 by period-end. Many other commodities such as agricultural products and precious and base metals followed similar trends. Partially as a result of the steep price corrections, inflation declined significantly late in the review period, and December’s inflation rate was an annualized 0.1%.3 Core inflation, which excludes food and energy costs, rose at a 1.8% annual rate; this level was within the Federal Reserve Board’s (Fed’s) informal target range of 1.5%–2.0%.3

 

1. Please see Index Descriptions following the Fund Summaries.

2. Source: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

3. Source: Bureau of Labor Statistics.

 

Fund Risks: The Fund’s investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. Large-capitalization stocks tend to go through cycles of outperforming or lagging the stock market in general and, in the past, these periods have lasted for several years. By having significant investments in particular sectors from time to time, such as the financial services sector, the Fund may be at greater risk of adverse developments in a sector than a fund that invests more broadly. Foreign investing involves additional risks, including currency fluctuations, economic instability, market volatility, and political and social instability. The Fund’s prospectus also includes a description of the main investment risks.

 

FLV-2


A slowing economy and decelerating inflation prompted policymakers to further lower interest rates and enact stimulus plans. During the year under review, the Fed lowered the federal funds target rate to a range of 0% to 0.25% from 4.25% at the start of the reporting period. The Fed and U.S. Treasury Department also introduced new programs such as the Primary Dealer Credit Facility (PDCF) and the Troubled Asset Relief Program (TARP), which were intended to enhance market liquidity.

 

Volatility remained high throughout the reporting period but intensified in the latter half of the year as stocks fluctuated wildly and Treasury prices soared. The year was among the worst in history for U.S. stock market performance. For the 12 months under review, the blue chip stocks of the Dow Jones Industrial Average fell 31.93%, the broader Standard & Poor’s 500 Index (S&P 500) dropped 37.00%, and the technology-heavy NASDAQ Composite Index declined 40.03%.4 All sectors lost value; however, the financials, materials and information technology sectors had the largest declines.

 

Investment Strategy

 

Although this report covers a 12-month period, our investment horizon aims for longer-term results. We seek to invest in securities of large-capitalization companies that we determine are selling below their underlying worth and hold them until they reach what we believe is their fair market value. Our aim is to construct a diversified portfolio of fundamentally sound companies purchased at attractive prices, often when they are out of favor with other investors for reasons we believe are temporary. Portfolio securities are selected without regard to benchmark comparisons and are chosen based on fundamental bottom-up research focusing on several criteria, such as low price relative to earnings, cash flow or book value. We also consider stocks with recent sharp price declines that we feel still have significant growth potential or that possess valuable intangibles not reflected in the stock price.

 

4. Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

LOGO

 

FLV-3


Manager’s Discussion

 

During the 12 months under review, the largest detractors from Fund performance included the financials, consumer discretionary and industrials sectors.5 Financials sector holding American International Group (AIG) hurt returns, as did General Electric in the industrials sector and Office Depot and Fortune Brands in the consumer discretionary sector. Materials sector holding Dow Chemical also hindered results.

 

Contributors to performance included holdings from several sectors, including Nucor and new holding Parker Hannifin in the industrials sector. Consumer staples holding Wal-Mart Stores and consumer discretionary position McDonald’s also aided returns.6 Insurer Chubb in the financials sector also aided performance.

 

We initiated 10 positions during the reporting period. In addition to Parker Hannifin, we bought shares in Peabody Energy and Sempra Energy; insurer AFLAC; investment manager Berkshire Hathaway; electrical systems and components manufacturer Eaton; home improvement retailer Home Depot; pharmaceutical company Schering-Plough; and financial services firms State Street and SunTrust Banks. We also added to several holdings including Fortune Brands, General Electric, Hewlett-Packard and Merck.

 

We liquidated six positions: AIG, integrated oil and gas company BP, and financial services firms Freddie Mac, Lehman Brothers Holdings, Wachovia and Washington Mutual. We reduced several holdings including health care products manufacturer Abbott Laboratories, drug maker Pfizer and discount retailer Wal-Mart.

 

Thank you for your participation in Franklin Large Cap Value Securities Fund. We look forward to serving your future investment needs.

 

5. The financials sector comprises banks, diversified financials and insurance in the SOI. The consumer discretionary sector comprises hotels, restaurants and leisure; household durables; multiline retail; specialty retail; and textiles, apparel and luxury goods in the SOI. The industrials sector comprises capital goods and transportation in the SOI.

6. The consumer staples sector comprises food and staples retailing, and household and personal products in the SOI.

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

Top 10 Holdings

Franklin Large Cap Value Securities Fund 12/31/08

 

Company

Sector/Industry

   % of Total
Net Assets
Nucor Corp.    5.6%
Materials   
International Business Machines Corp.    4.1%
Technology Hardware & Equipment   
Merck & Co. Inc.    3.6%
Pharmaceuticals, Biotechnology & Life Sciences   
The Procter & Gamble Co.    3.5%
Household & Personal Products   
General Electric Co.    3.4%
Capital Goods   
Exxon Mobil Corp.    3.3%
Energy   
Hewlett-Packard Co.    3.0%
Technology Hardware & Equipment   
Wal-Mart Stores Inc.    2.9%
Food & Staples Retailing   
Kimberly-Clark Corp.    2.8%
Household & Personal Products   
Chubb Corp.    2.7%
Insurance   

 

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).

 

FLV-4


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Franklin Large Cap Value Securities Fund – Class 4

 

FLV-5


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

   Ending
Account
Value 12/31/08
   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 714.40    $ 4.31

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,020.11    $ 5.08

 

*Expenses are calculated using the most recent six-month annualized expense ratio, net of expense waiver, for the Fund’s Class 4 shares (1.00%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

FLV-6


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Franklin Large Cap Value Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005a  
        

Per share operating performance

        

(for a share outstanding throughout the year)

        

Net asset value, beginning of year

   $ 11.63     $ 11.86     $ 10.37     $ 10.00  
        

Income from investment operationsb:

        

Net investment incomec

     0.19       0.22       0.21       0.14  

Net realized and unrealized gains (losses)

     (4.28 )     (0.25 )     1.46       0.29  
        

Total from investment operations

     (4.09 )     (0.03 )     1.67       0.43  
        

Less distributions from:

        

Net investment income

           (0.19 )     (0.15 )     (0.06 )

Net realized gains

           (0.01 )     (0.03 )      
        

Total distributions

           (0.20 )     (0.18 )     (0.06 )
        

Net asset value, end of year

   $ 7.54     $ 11.63     $ 11.86     $ 10.37  
        

Total returnd

     (35.17)%       (0.26)%       16.19%       4.32%  

Ratios to average net assetse

        

Expenses before waiver and payments by affiliates

     1.34%       1.36%       1.41%       1.82%  

Expenses net of waiver and payments by affiliates

     0.90%       0.90% f     0.90% f     0.90% f

Net investment income

     1.93%       1.82%       1.93%       1.70%  

Supplemental data

        

Net assets, end of year (000’s)

   $ 26,776     $ 37,797     $ 26,069     $ 7,979  

Portfolio turnover rate

     12.92%       15.80%       24.71%       18.79%  

 

aFor the period March 1, 2005 (commencement of operations) to December 31, 2005.

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.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

eRatios are annualized for periods less than one year.

fBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FLV-7


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Large Cap Value Securities Fund

 

Class 4    Period Ended
December 31,
2008
a
 

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 11.07  
        

Income from investment operationsb:

  

Net investment incomec

     0.15  

Net realized and unrealized gains (losses)

     (3.69 )
        

Total from investment operations

     (3.54 )
        

Net asset value, end of period

   $ 7.53  
        

Total returnd

     (31.98)%  

Ratios to average net assetse

  

Expenses before waiver and payments by affiliates

     1.44%  

Expenses net of waiver and payments by affiliates

     1.00%  

Net investment income

     1.83%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 3  

Portfolio turnover rate

     12.92%  

 

 

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total return is not annualized for periods less than one year.

eRatios are annualized for periods less than one year.

 

The accompanying notes are an integral part of these financial statements.

 

FLV-8


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Franklin Large Cap Value Securities Fund    Shares      Value

Common Stocks 96.2%

       

Banks 2.6%

       

SunTrust Banks Inc.

   6,000      $      177,240

U.S. Bancorp

   20,500        512,705
           
          689,945
           

Capital Goods 15.0%

       

3M Co.

   8,000        460,320

Dover Corp.

   17,900        589,268

Eaton Corp.

   7,000        347,970

General Electric Co.

   55,500        899,100

Illinois Tool Works Inc.

   17,000        595,850

Masco Corp.

   21,000        233,730

Parker Hannifin Corp.

   7,100        302,034

United Technologies Corp.

   11,100        594,960
           
            4,023,232
           

Consumer Durables & Apparel 6.0%

       

D.R. Horton Inc.

   61,000        431,270

Fortune Brands Inc.

   15,500        639,840

NIKE Inc., B

   10,500        535,500
           
          1,606,610
           

Consumer Services 2.3%

       

McDonald’s Corp.

   10,000        621,900
           

Diversified Financials 5.2%

       

Bank of America Corp.

   14,200        199,936

The Bank of New York Mellon Corp.

   15,500        439,115

Citigroup Inc.

   16,000        107,360

Morgan Stanley

   6,200        99,448

State Street Corp.

   14,000        550,620
           
          1,396,479
           

Energy 12.2%

       

Apache Corp.

   6,500        484,445

Chesapeake Energy Corp.

   10,500        169,785

ConocoPhillips

   7,800        404,040

Devon Energy Corp.

   5,600        367,976

Exxon Mobil Corp.

   11,000        878,130

Occidental Petroleum Corp.

   10,000        599,900

Peabody Energy Corp.

   16,000        364,000
           
          3,268,276
           

Food & Staples Retailing 2.9%

       

Wal-Mart Stores Inc.

   14,000        784,840
           

Health Care Equipment & Services 1.6%

       

Becton Dickinson and Co.

   6,100        417,179
           

Household & Personal Products 6.2%

       

Kimberly-Clark Corp.

   14,000        738,360

The Procter & Gamble Co.

   15,000        927,300
           
          1,665,660
           

Insurance 6.8%

       

AFLAC Inc.

   7,500        343,800

The Allstate Corp.

   13,000        425,880

 

FLV-9


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Large Cap Value Securities Fund    Shares      Value

Common Stocks (continued)

       

Insurance (continued)

       

Ambac Financial Group Inc.

   8,400      $ 10,920

aBerkshire Hathaway Inc., A

   1        96,600

Chubb Corp.

   14,000        714,000

MetLife Inc.

   6,900        240,534
           
          1,831,734
           

Materials 10.1%

       

Alcoa Inc.

   31,000        349,060

The Dow Chemical Co.

   19,000        286,710

Nucor Corp.

   32,500        1,501,500

Praxair Inc.

   9,600        569,856
           
          2,707,126
           

Pharmaceuticals, Biotechnology & Life Sciences 6.3%

       

Abbott Laboratories

   4,000        213,480

Merck & Co. Inc.

   32,000        972,800

Pfizer Inc.

   15,200        269,192

Schering-Plough Corp.

   13,000        221,390
           
          1,676,862
           

Retailing 5.5%

       

The Home Depot Inc.

   26,000        598,520

Nordstrom Inc.

   20,000        266,200

aOffice Depot Inc.

   70,000        208,600

J.C. Penney Co. Inc.

   20,000        394,000
           
          1,467,320
           

Software & Services 1.8%

       

Microsoft Corp.

   25,000        486,000
           

Technology Hardware & Equipment 7.1%

       

Hewlett-Packard Co.

   22,000        798,380

International Business Machines Corp.

   13,000        1,094,080
           
          1,892,460
           

Transportation 1.9%

       

Norfolk Southern Corp.

   11,000        517,550
           

Utilities 2.7%

       

Entergy Corp.

   5,800        482,154

Sempra Energy

   5,500        234,465
           
          716,619
           

Total Common Stocks (Cost $35,218,124)

          25,769,792
           

Short Term Investments (Cost $954,728) 3.6%

       

Money Market Funds 3.6%

       

bFranklin Institutional Fiduciary Trust Money Market Portfolio, 0.55%

   954,728        954,728
           

Total Investments (Cost $36,172,852) 99.8%

          26,724,520

Other Assets, less Liabilities 0.2%

          55,335
           

Net Assets 100.0%

        $ 26,779,855
           

 

aNon-income producing for the twelve months ended December 31, 2008.

bSee Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end.

 

The accompanying notes are an integral part of these financial statements.

 

FLV-10


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Franklin Large Cap
Value Securities
Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 35,218,124  

Cost - Sweep Money Fund (Note 7)

     954,728  
        

Total cost of investments

   $ 36,172,852  
        

Value - Unaffiliated issuers

   $ 25,769,792  

Value - Sweep Money Fund (Note 7)

     954,728  
        

Total value of investments

     26,724,520  

Receivables:

  

Capital shares sold

     9,456  

Dividends

     101,949  
        

Total assets

     26,835,925  
        

Liabilities:

  

Payables:

  

Capital shares redeemed

     2,632  

Affiliates

     25,090  

Reports to shareholders

     5,735  

Professional fees

     22,091  

Accrued expenses and other liabilities

     522  
        

Total liabilities

     56,070  
        

Net assets, at value

   $ 26,779,855  
        

Net assets consist of:

  

Paid-in capital

   $ 40,226,280  

Undistributed net investment income

     701,594  

Net unrealized appreciation (depreciation)

     (9,448,332 )

Accumulated net realized gain (loss)

     (4,699,687 )
        

Net assets, at value

   $ 26,779,855  
        

Class 2:

  

Net assets, at value

   $ 26,776,452  
        

Shares outstanding

     3,553,518  
        

Net asset value and maximum offering price per share

   $ 7.54  
        

Class 4:

  

Net assets, at value

   $ 3,403  
        

Shares outstanding

     452  
        

Net asset value and maximum offering price per share

   $ 7.53  
        

 

The accompanying notes are an integral part of these financial statements.

 

FLV-11


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Franklin Large Cap
Value Securities
Fund
 

Investment income:

  

Dividends:

  

Unaffiliated issuers

   $ 955,855  

Sweep Money Fund (Note 7)

     70,036  

Income from securities loaned

     2,477  
        

Total investment income

     1,028,368  
        

Expenses:

  

Management fees (Note 3a)

     262,082  

Administrative fees (Note 3b)

     90,812  

Distribution fees: (Note 3c)

  

Class 2

     90,651  

Class 4

     13  

Unaffiliated transfer agent fees

     111  

Custodian fees (Note 4)

     707  

Reports to shareholders

     10,504  

Professional fees

     22,690  

Trustees’ fees and expenses

     183  

Other

     8,790  
        

Total expenses

     486,543  

Expenses waived/paid by affiliates (Note 3e)

     (159,769 )
        

Net expenses

     326,774  
        

Net investment income

     701,594  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from investments

     (4,663,548 )

Net change in unrealized appreciation (depreciation) on investments

     (11,168,192 )
        

Net realized and unrealized gain (loss)

     (15,831,740 )
        

Net increase (decrease) in net assets resulting from operations

   $ (15,130,146 )
        

 

The accompanying notes are an integral part of these financial statements.

 

FLV-12


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Franklin Large Cap Value
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 701,594     $ 599,562  

Net realized gain (loss) from investments

     (4,663,548 )     41,324  

Net change in unrealized appreciation (depreciation) on investments

     (11,168,192 )     (992,969 )
        

Net increase (decrease) in net assets resulting from operations

     (15,130,146 )     (352,083 )
        

Distributions to shareholders from:

    

Net investment income - Class 2

           (612,608 )

Net realized gains - Class 2

           (18,136 )
        

Total distributions to shareholders

           (630,744 )
        

Capital share transactions: (Note 2)

    

Class 2

     4,108,232       12,710,412  

Class 4

     5,000        
        

Total capital share transactions

     4,113,232       12,710,412  
        

Net increase (decrease) in net assets

     (11,016,914 )     11,727,585  

Net assets:

    

Beginning of year

     37,796,769       26,069,184  
        

End of year

   $ 26,779,855     $ 37,796,769  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 701,594     $  
        

 

The accompanying notes are an integral part of these financial statements.

 

FLV-13


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Franklin Large Cap Value Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Franklin Large Cap Value Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. At December 31, 2008, 99.75% of the Fund’s shares were held through one insurance company. The Fund offers two classes of shares: Class 2 and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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. Investments in open-end mutual funds are valued at the closing net asset value.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security 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. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Securities Lending

 

The Fund participates in a principal based security 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 money market fund managed by the fund’s custodian on the fund’s behalf. 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 principal may default on its obligations to the fund. At December 31, 2008, the Fund had no securities on loan.

 

c. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

FLV-14


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Large Cap Value Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

d. Security Transactions, Investment Income, Expenses and Distributions

 

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Estimated expenses are accrued daily. Dividend income is recorded on 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.

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

e. Accounting Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

 

f. Guarantees and Indemnifications

 

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

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 2 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   1,644,855     $ 16,145,485     1,392,156     $ 16,817,113  

Shares issued in reinvestment of distributions

             54,325       630,744  

Shares redeemed

   (1,342,128 )     (12,037,253 )   (394,193 )     (4,737,445 )
        

Net increase (decrease)

   302,727     $ 4,108,232     1,052,288     $ 12,710,412  
        
Class 4 Shares:                         

Shares sold

   452     $ 5,000      
                    

Net increase (decrease)

   452     $ 5,000      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

FLV-15


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Large Cap Value Securities Fund

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Advisory Services, LLC (Advisory Services)

   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 Advisory Services based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets
0.750%   

Up to and including $500 million

0.650%   

Over $500 million, up to and including $1 billion

0.600%   

Over $1 billion, up to and including $1.5 billion

0.550%   

Over $1.5 billion, up to and including $6.5 billion

0.525%   

Over $6.5 billion, up to and including $11.5 billion

0.500%   

Over $11.5 billion, up to and including $16.5 billion

0.490%   

Over $16.5 billion, up to and including $19 billion

0.480%   

Over $19 billion, up to and including $21.5 billion

0.470%   

In excess of $21.5 billion

 

b. Administrative Fees

 

The Fund pays an administrative fee to FT Services of 0.25% per year of the average daily net assets of the Fund.

 

c. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.35% per year of its average daily net assets of each class. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 2.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

e. Waiver and Expense Reimbursements

 

FT Services and Advisory Services have agreed in advance to waive all or a portion of their respective fees and to assume payment of other expenses through April 30, 2009. Total expenses waived or paid are not subject to reimbursement by the Fund subsequent to the Fund’s fiscal year end. After April 30, 2009, FT Services and Advisory Services may discontinue this waiver at any time upon notice to the Fund’s Board of Trustees.

 

FLV-16


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Large Cap Value Securities Fund

 

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 year ended December 31, 2008, there were no credits earned.

 

5. INCOME TAXES

 

For tax purposes, capital losses may be carried over to offset future capital gains, if any. At December 31, 2008, the Fund had tax basis capital losses of $4,455,608 expiring in 2016.

 

For tax purposes, realized capital losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses of $215,330.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from:

     

Ordinary Income

   $   —    $ 614,417

Long term capital gain

          16,327
      
   $    $ 630,744
      

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation) and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 36,201,602  
        

Unrealized appreciation

   $ 1,308,272  

Unrealized depreciation

     (10,785,354 )
        

Net unrealized appreciation (depreciation)

   $ (9,477,082 )
        

Distributable earnings - undistributed ordinary income

   $ 701,594  
        

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatment of wash sales.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $10,848,308 and $4,331,814, respectively.

 

7. INVESTMENTS IN FRANKLIN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO

 

The Fund may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Franklin Advisers, Inc. (an affiliate of the investment manager). Management fees paid by the Fund are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund.

 

FLV-17


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Large Cap Value Securities Fund

 

8. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

At December 31, 2008, all of the Fund’s investments in securities carried at fair value were in Level 1 inputs.

 

9. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

10. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with certain other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

FLV-18


Franklin Templeton Variable Insurance Products Trust

 

Franklin Large Cap Value Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Large Cap Value Securities Fund (one of the funds constituting Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

FLV-19


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Franklin Large Cap Value Securities Fund

 

Under Section 854(b)(2) of the Internal Revenue Code, the Fund designates 100.00% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended December 31, 2008.

 

FLV-20


FRANKLIN RISING DIVIDENDS SECURITIES FUND

 

This annual report for Franklin Rising Dividends Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   -27.15%    -0.75%    +3.98%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -22.82%.

 

Total Return Index Comparison

for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Standard & Poor’s 500 Index (S&P 500). One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Franklin Rising Dividends Securities Fund – Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

FRD-1


 

Fund Goal and Main Investments: Franklin Rising Dividends Securities Fund seeks long-term capital appreciation, with preservation of capital as an important consideration. The Fund normally invests at least 80% of its net assets in investments of companies that have paid rising dividends, and normally invests predominantly in equity securities.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund performed better than its benchmark, the S&P 500, which fell 37.00% for the same period.1

 

Economic and Market Overview

 

In 2008, economic conditions deteriorated. The Conference Board’s Consumer Confidence Index fell to an all-time low since it began in 1967 as the U.S. economy faltered and stock markets declined. The government’s abrupt conservatorship of Fannie Mae and Freddie Mac and the failure of several blue-chip banks and financial institutions roiled equity markets. Despite government interventions and massive emergency funding, the nation’s economic troubles were exacerbated as manufacturing activity weakened at its fastest pace in nearly 30 years and as home prices continued to fall. Jobless claims mounted and the unemployment rate rose to 7.2% by period-end.2 Economic growth, as measured by gross domestic product (GDP), rebounded from a 0.9% annualized rate in the first quarter of 2008 to a 2.8% annualized pace in the second quarter, largely due to strong exports and government spending. However, in the third and fourth quarters of 2008, GDP fell at annualized rates of 0.5% and an estimated 3.8%, reflecting a broad-based contraction in consumer spending, falling corporate profits and slowing export growth.

 

Oil prices soared to a record high in July, rising above $145 per barrel, before dramatically retreating to $45 by period-end. Many other commodities such as agricultural products and precious and base metals followed similar trends. Partially as a result of the steep price corrections, inflation declined significantly late in the review period, and December’s inflation rate was an annualized 0.1%.2 Core inflation, which excludes food and energy costs, rose at a 1.8% annual rate; this level was within the Federal Reserve Board’s (Fed’s) informal target range of 1.5%–2.0%.2

 

1. Source: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

2. Source: Bureau of Labor Statistics.

 

Fund Risks: The Fund’s investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. Smaller and midsize company securities can increase the risk of greater price fluctuations, particularly over the short term. By having significant investments in particular sectors from time to time, such as financial services, the Fund may be at greater risk of adverse developments in a sector than a fund that invests more broadly. The Fund’s prospectus also includes a description of the main investment risks.

 

FRD-2


A slowing economy and decelerating inflation prompted policymakers to further lower interest rates and enact stimulus plans. During the year under review, the Fed lowered the federal funds target rate to a range of 0% to 0.25% from 4.25% at the start of the reporting period. The Fed and U.S. Treasury Department also introduced new programs such as the Primary Dealer Credit Facility (PDCF) and the Troubled Asset Relief Program (TARP), which were intended to enhance market liquidity.

 

Volatility remained high throughout the reporting period but intensified in the latter half of the year as stocks fluctuated wildly and Treasury prices soared. The year was among the worst in history for U.S. stock market performance. For the 12 months under review, the blue chip stocks of the Dow Jones Industrial Average fell 31.93%, the broader S&P 500 dropped 37.00%, and the technology-heavy NASDAQ Composite Index declined 40.03%.3 All sectors lost value; however, the financials, materials and information technology sectors had the largest declines.

 

Investment Strategy

 

We are a research-driven, fundamental investment adviser, pursuing a disciplined value-oriented strategy. As bottom-up investors concentrating primarily on individual securities, we seek fundamentally sound companies that we believe meet our screening criteria, which include consistent, substantial dividend increases; reinvested earnings; and strong balance sheets. We attempt to acquire such stocks at attractive prices, often when they are out of favor with other investors. In following these criteria, we do not necessarily focus on companies whose securities pay a high dividend but rather on companies that consistently raise their dividends.

 

Manager’s Discussion

 

Significant contributors to the Fund’s return during the 12 months ended December 31, 2008, included Family Dollar Stores and Wal-Mart Stores. Discount retailer Family Dollar Stores reported higher revenues and earnings as consumers became increasingly cost conscious. The company has increased its dividend for 32 consecutive years. Wal-Mart’s efforts to reestablish its price leadership image began to pay off as the company’s recent monthly sales results exceeded those of many other retailers. Wal-Mart has 34 years of dividend increases. For the year, Family Dollar Stores was the best performing stock in the S&P 500, and Wal-Mart was the best performing stock in the Dow Jones Industrial Average.

 

3. Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

LOGO

 

FRD-3


American International Group (AIG), General Electric (GE) and State Street each declined during the period. AIG collapsed in September as a result of sharply lower market valuations on its various credit exposures. Although operating results from GE’s finance businesses held up better than those of many other financial companies, funding concerns forced the company to begin reducing its exposure to financial services. Unrealized losses in State Street’s investment portfolio and in its asset-backed commercial paper conduits caused investors to question the adequacy of its tangible common stock.

 

We did not initiate any new positions during the reporting period. We increased our positions in several holdings including Becton Dickinson, Donaldson and Erie Indemnity. The Fund liquidated its positions in AIG, Fannie Mae, Freddie Mac, SunTrust Banks and Washington Mutual. We significantly reduced our holding in U.S. Bancorp due largely to concerns about the company’s fundamental asset quality. We also reduced positions in Dover, Family Dollar Stores, Procter & Gamble, and Wal-Mart after strong performance or Fund redemptions caused them to become unusually large positions. Smaller reductions were made to several other positions during the period.

 

Our 10 largest positions on December 31, 2008, represented 45.4% of the Fund’s total net assets. It is interesting to note how these 10 companies would, in aggregate, respond to the Fund’s screening criteria based on a simple average of statistical measures. On average, these 10 companies have raised their dividends 31 years in a row and by 409% in the past 10 years. Their most recent year-over-year dividend increases averaged 15% with a yield of 2.6% on December 31, 2008, and a dividend payout ratio of 32%, based on estimates of calendar year 2008 operating earnings. The average price/earnings ratio was 13.0 times calendar year 2008 estimates versus 16.0 for that of the unmanaged S&P 500.

 

Thank you for your participation in Franklin Rising Dividends Securities Fund. We look forward to serving your future investment needs.

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

Top 10 Holdings

Franklin Rising Dividends Securities Fund

12/31/08

 

Company
Sector/Industry
  % of Total
Net Assets
Wal-Mart Stores Inc.   5.2%
Food & Staples Retailing  
United Technologies Corp.   5.2%
Aerospace & Defense  
The Procter & Gamble Co.   5.1%
Household & Personal Products  
Roper Industries Inc.   4.9%
Electrical Equipment  
Praxair Inc.   4.9%
Materials  
Family Dollar Stores Inc.   4.3%
Retailing  
AFLAC Inc.   4.2%
Insurance  
Dover Corp.   4.0%
Machinery  
Erie Indemnity Co., A   3.8%
Insurance  
Nucor Corp.   3.8%
Materials  

 

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments.

 

FRD-4


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Franklin Rising Dividends Securities Fund – Class 4

 

FRD-5


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

   Ending
Account
Value 12/31/08
   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 803.20    $ 4.44

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,020.21    $ 4.98

 

*Expenses are calculated using the most recent six-month annualized expense ratio for the Fund’s Class 4 shares (0.98%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

FRD-6


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Franklin Rising Dividends Securities Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 19.61     $ 20.88     $ 18.11     $ 17.75     $ 16.28  
        

Income from investment operationsa:

          

Net investment incomeb

     0.35       0.36       0.58       0.28       0.26  

Net realized and unrealized gains (losses)

     (5.51 )     (0.80 )     2.53       0.36       1.55  
        

Total from investment operations

     (5.16 )     (0.44 )     3.11       0.64       1.81  
        

Less distributions from:

          

Net investment income

     (0.36 )     (0.53 )     (0.24 )     (0.18 )     (0.12 )

Net realized gains

     (0.13 )     (0.30 )     (0.10 )     (0.10 )     (0.22 )
        

Total distributions

     (0.49 )     (0.83 )     (0.34 )     (0.28 )     (0.34 )
        

Net asset value, end of year

   $ 13.96     $ 19.61     $ 20.88     $ 18.11     $ 17.75  
        

Total returnc

     (26.94)%       (2.41)%       17.43%       3.68%       11.25%  

Ratios to average net assets

          

Expensesd

     0.61%       0.59%       0.61%       0.62%       0.69%  

Net investment income

     2.05%       1.72%       3.15%       1.65%       1.56%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 142,862     $ 235,946     $ 288,303     $ 292,223     $ 326,883  

Portfolio turnover rate

     5.39%       3.29%       6.19%       2.26%       2.78%  

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FRD-7


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Rising Dividends Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 19.27     $ 20.55     $ 17.84     $ 17.51     $ 16.09  
        

Income from investment operationsa:

          

Net investment incomeb

     0.31       0.30       0.56       0.24       0.22  

Net realized and unrealized gains (losses)

     (5.42 )     (0.79 )     2.46       0.34       1.53  
        

Total from investment operations

     (5.11 )     (0.49 )     3.02       0.58       1.75  
        

Less distributions from:

          

Net investment income

     (0.31 )     (0.49 )     (0.21 )     (0.15 )     (0.11 )

Net realized gains

     (0.13 )     (0.30 )     (0.10 )     (0.10 )     (0.22 )
        

Total distributions

     (0.44 )     (0.79 )     (0.31 )     (0.25 )     (0.33 )
        

Net asset value, end of year

   $ 13.72     $ 19.27     $ 20.55     $ 17.84     $ 17.51  
        

Total returnc

     (27.10)%       (2.69)%       17.12%       3.43%       11.00%  

Ratios to average net assets

          

Expensesd

     0.86%       0.84%       0.86%       0.87%       0.94%  

Net investment income

     1.80%       1.47%       2.90%       1.40%       1.31%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 1,286,878     $ 2,079,366     $ 1,981,240     $ 1,423,827     $ 997,800  

Portfolio turnover rate

     5.39%       3.29%       6.19%       2.26%       2.78%  

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FRD-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Rising Dividends Securities Fund

 

Class 4    Period Ended
December 31,
2008
a
 

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 18.51  
        

Income from investment operationsb:

  

Net investment incomec

     0.26  

Net realized and unrealized gains (losses)

     (4.36 )
        

Total from investment operations

     (4.10 )
        

Less distributions from:

  

Net investment income

     (0.36 )

Net realized gains

     (0.13 )
        

Total distributions

     (0.49 )
        

Net asset value, end of period

   $ 13.92  
        

Total returnd

     (22.82)%  

Ratios to average net assetse

  

Expensesf

     0.96%  

Net investment income

     1.70%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 4  

Portfolio turnover rate

     5.39%  

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

 

The accompanying notes are an integral part of these financial statements.

 

FRD-9


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Franklin Rising Dividends Securities Fund    Shares      Value

Common Stocks 94.0%

       

Aerospace & Defense 5.2%

       

United Technologies Corp.

   1,390,100      $ 74,509,360
           

Banks 1.8%

       

Peoples Bancorp Inc.

   159,979        3,060,398

PNC Financial Services Group Inc.

   81,953        4,015,697

TrustCo Bank Corp. NY

   328,588        3,124,872

U.S. Bancorp

   599,449        14,992,220
           
          25,193,187
           

Commercial & Professional Services 2.7%

       

ABM Industries Inc.

   998,288        19,017,386

Cintas Corp.

   752,700        17,485,221

Superior Uniform Group Inc.

   237,100        1,870,719
           
          38,373,326
           

Consumer Durables & Apparel 1.4%

       

Leggett & Platt Inc.

   1,273,500        19,344,465

aRuss Berrie and Co. Inc.

   306,081        909,061
           
          20,253,526
           

Consumer Services 1.4%

       

Hillenbrand Inc.

   1,228,300        20,488,044
           

Diversified Financials 3.4%

       

State Street Corp.

   1,232,000        48,454,560
           

Electrical Equipment 8.4%

       

Brady Corp., A

   2,087,879        50,004,702

Roper Industries Inc.

   1,611,550        69,957,386
           
          119,962,088
           

Food & Staples Retailing 5.2%

       

Wal-Mart Stores Inc.

   1,329,300        74,520,558
           

Food, Beverage & Tobacco 3.3%

       

McCormick & Co. Inc.

   1,456,995        46,419,861
           

Health Care Equipment & Services 9.0%

       

Becton Dickinson and Co.

   681,943        46,638,082

Hill-Rom Holdings Inc.

   1,211,103        19,934,755

Teleflex Inc.

   352,200        17,645,220

West Pharmaceutical Services Inc.

   1,165,600        44,024,712
           
          128,242,769
           

Household & Personal Products 6.8%

       

Alberto-Culver Co.

   1,024,350        25,106,818

The Procter & Gamble Co.

   1,169,400        72,292,308
           
          97,399,126
           

Industrial Conglomerates 6.3%

       

Carlisle Cos. Inc.

   2,144,389        44,388,852

General Electric Co.

   2,783,200        45,087,840
           
          89,476,692
           

Insurance 14.5%

       

AFLAC Inc.

   1,323,800        60,682,992

Arthur J. Gallagher & Co.

   753,000        19,510,230

Erie Indemnity Co., A

   1,456,733        54,816,863

 

FRD-10


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Rising Dividends Securities Fund    Shares      Value

Common Stocks (continued)

       

Insurance (continued)

       

Mercury General Corp.

   154,200      $ 7,091,658

Old Republic International Corp.

   3,939,208        46,955,359

RLI Corp.

   305,848        18,705,664
           
          207,762,766
           

Machinery 6.1%

       

Donaldson Co. Inc.

   310,000        10,431,500

Dover Corp.

   1,752,000        57,675,840

Graco Inc.

   391,112        9,281,088

Nordson Corp.

   320,591        10,351,883
           
          87,740,311
           

Materials 10.8%

       

Bemis Co. Inc.

   1,292,300        30,601,664

Nucor Corp.

   1,180,802        54,553,052

Praxair Inc.

   1,175,000        69,748,000
           
          154,902,716
           

Pharmaceuticals, Biotechnology & Life Sciences 3.3%

       

Pfizer Inc.

   2,664,100        47,181,211
           

Retailing 4.4%

       

Family Dollar Stores Inc.

   2,338,930        60,975,905

aSally Beauty Holdings Inc.

   393,150        2,237,024
           
          63,212,929
           

Semiconductors & Semiconductor Equipment 0.0%b

       

Cohu Inc.

   50,300        611,145
           

Total Common Stocks (Cost $1,331,425,065)

          1,344,704,175
           

Short Term Investments 5.9%

       

Money Market Funds 5.9%

       

cBank of New York Institutional Cash Reserve Fund, 0.09%

   657,423        650,849

dFranklin Institutional Fiduciary Trust Money Market Portfolio, 0.55%

   83,102,645        83,102,645
           

Total Short Term Investments (Cost $83,760,068)

          83,753,494
           

Total Investments (Cost $1,415,185,133) 99.9%

          1,428,457,669

Other Assets, less Liabilities 0.1%

          1,286,450
           

Net Assets 100.0%

        $ 1,429,744,119
           

 

aNon-income producing for the twelve months ended December 31, 2008.

bRounds to less than 0.1% of net assets.

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

dSee Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end.

 

The accompanying notes are an integral part of these financial statements.

 

FRD-11


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Franklin Rising
Dividends
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 1,332,082,488  

Cost - Sweep Money Fund (Note 7)

     83,102,645  
        

Total cost of investments

   $ 1,415,185,133  
        

Value - Unaffiliated issuers

   $ 1,345,355,024  

Value - Sweep Money Fund (Note 7)

     83,102,645  
        

Total value of investments

     1,428,457,669  

Receivables:

  

Capital shares sold

     85,828  

Dividends

     4,449,185  
        

Total assets

     1,432,992,682  
        

Liabilities:

  

Payables:

  

Investment securities purchased

     104,497  

Capital shares redeemed

     877,271  

Affiliates

     1,233,939  

Reports to shareholders

     201,968  

Funds advanced by custodian

     657,423  

Accrued expenses and other liabilities

     173,465  
        

Total liabilities

     3,248,563  
        

Net assets, at value

   $ 1,429,744,119  
        

Net assets consist of:

  

Paid-in capital

   $ 1,617,159,193  

Undistributed net investment income

     35,156,485  

Net unrealized appreciation (depreciation)

     13,152,665  

Accumulated net realized gain (loss)

     (235,724,224 )
        

Net assets, at value

   $ 1,429,744,119  
        

Class 1:

  

Net assets, at value

   $ 142,862,211  
        

Shares outstanding

     10,233,186  
        

Net asset value and maximum offering price per share

   $ 13.96  
        

Class 2:

  

Net assets, at value

   $ 1,286,878,149  
        

Shares outstanding

     93,809,200  
        

Net asset value and maximum offering price per share

   $ 13.72  
        

Class 4:

  

Net assets, at value

   $ 3,759  
        

Shares outstanding

     270  
        

Net asset value and maximum offering price per share

   $ 13.92  
        

 

 

The accompanying notes are an integral part of these financial statements.

 

FRD-12


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Franklin Rising
Dividends
Securities Fund
 

Investment income:

  

Dividends:

  

Unaffiliated issuers

   $ 49,913,308  

Sweep Money Fund (Note 7)

     1,152,818  

Income from securities loaned

     226,452  
        

Total investment income

     51,292,578  
        

Expenses:

  

Management fees (Note 3a)

     11,309,772  

Distribution fees: (Note 3c)

  

Class 2

     4,328,072  

Class 4

     14  

Unaffiliated transfer agent fees

     1,051  

Custodian fees (Note 4)

     34,983  

Reports to shareholders

     323,532  

Registration and filing fees

     7,740  

Professional fees

     47,392  

Trustees’ fees and expenses

     9,986  

Other

     55,732  
        

Total expenses

     16,118,274  

Expense reductions (Note 4)

     (60 )
        

Net expenses

     16,118,214  
        

Net investment income

     35,174,364  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from investments

     (234,658,586 )

Net change in unrealized appreciation (depreciation) on investments

     (387,942,691 )
        

Net realized and unrealized gain (loss)

     (622,601,277 )
        

Net increase (decrease) in net assets resulting from operations

   $ (587,426,913 )
        

 

The accompanying notes are an integral part of these financial statements.

 

FRD-13


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Franklin Rising Dividends
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 35,174,364     $ 35,979,785  

Net realized gain (loss) from investments

     (234,658,586 )     15,955,531  

Net change in unrealized appreciation (depreciation) on investments

     (387,942,691 )     (118,598,969 )
        

Net increase (decrease) in net assets resulting from operations

     (587,426,913 )     (66,663,653 )
        

Distributions to shareholders from:

    

Net investment income:

    

Class 1

     (3,976,477 )     (6,748,637 )

Class 2

     (31,994,362 )     (50,470,683 )

Class 4

     (98 )      

Net realized gains:

    

Class 1

     (1,471,627 )     (3,824,396 )

Class 2

     (13,810,813 )     (30,955,762 )

Class 4

     (36 )      
        

Total distributions to shareholders

     (51,253,413 )     (91,999,478 )
        

Capital share transactions: (Note 2)

    

Class 1

     (30,501,392 )     (36,683,874 )

Class 2

     (216,391,575 )     241,115,910  

Class 4

     5,000        
        

Total capital share transactions

     (246,887,967 )     204,432,036  
        

Net increase (decrease) in net assets

     (885,568,293 )     45,768,905  

Net assets:

    

Beginning of year

     2,315,312,412       2,269,543,507  
        

End of year

   $ 1,429,744,119     $ 2,315,312,412  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 35,156,485     $ 35,970,075  
        

 

The accompanying notes are an integral part of these financial statements.

 

FRD-14


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Franklin Rising Dividends Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Franklin Rising Dividends Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. At December 31, 2008, 65.47% of the Fund’s shares were held through one insurance company. The Fund offers three classes of shares: Class 1, Class 2, and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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. Investments in open-end mutual funds are valued at the closing net asset value.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security 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. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Securities Lending

 

The Fund participates in a principal based security 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 market fund managed by the Fund’s custodian on the Fund’s behalf. 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 principal may default on its obligations to the Fund. At December 31, 2008, the Fund had no securities on loan.

 

c. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

FRD-15


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Rising Dividends Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

d. Security Transactions, Investment Income, Expenses and Distributions

 

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Estimated expenses are accrued daily. Dividend income is recorded on 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.

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

e. Accounting Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

 

f. Guarantees and Indemnifications

 

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

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  
        

Shares sold

   277,877     $ 4,587,250     404,175     $ 8,421,307  

Shares issued in reinvestment of distributions

   289,331       5,448,104     493,836       10,573,033  

Shares redeemed

   (2,366,622 )     (40,536,746 )   (2,671,946 )     (55,678,214 )
        

Net increase (decrease)

   (1,799,414 )   $ (30,501,392 )   (1,773,935 )   $ (36,683,874 )
        
Class 2 Shares:                         

Shares sold

   4,881,454     $ 84,391,025     17,185,808     $ 353,479,589  

Shares issued in reinvestment of distributions

   2,471,947       45,805,175     3,864,568       81,426,445  

Shares redeemed

   (21,427,912 )     (346,587,775 )   (9,573,257 )     (193,790,124 )
        

Net increase (decrease)

   (14,074,511 )   $ (216,391,575 )   11,477,119     $ 241,115,910  
        
Class 4 Shares:                         

Shares sold

   270     $ 5,000      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

FRD-16


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Rising Dividends Securities Fund

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Advisory Services, LLC (Advisory Services)

   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 Advisory Services based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets

0.750%

  

Up to and including $500 million

0.625%

  

Over $500 million, up to and including $1 billion

0.500%

  

In excess of $1 billion

 

b. Administrative Fees

 

Under an agreement with Advisers, FT Services provides administrative services to the Fund. The fee is paid by Advisers based on average daily net assets, and is not an additional expense of the Fund.

 

c. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.35% per year of its average daily net assets of each class. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 2.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

5. INCOME TAXES

 

For tax purposes, capital losses may be carried over to offset future capital gains, if any. At December 31, 2008, the Fund had tax basis capital losses of $209,698,671 expiring in 2016.

 

For tax purposes, realized capital losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses of $23,900,601.

 

FRD-17


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Rising Dividends Securities Fund

 

5. INCOME TAXES (continued)

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007
      

Distributions paid from:

     

Ordinary income

   $ 37,511,317    $ 58,920,961

Long term capital gain

     13,742,096      33,078,517
      
   $ 51,253,413    $ 91,999,478
      

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation), and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 1,417,310,084  
        

Unrealized appreciation

   $ 231,784,014  

Unrealized depreciation

     (220,636,429 )
        

Net unrealized appreciation (depreciation)

   $ 11,147,585  
        

Distributable earnings – undistributed ordinary income

   $ 35,156,485  
        

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatment of wash sales.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $101,607,452 and $384,002,415, respectively.

 

7. INVESTMENTS IN FRANKLIN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO

 

The Fund may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Franklin Advisers, Inc. (an affiliate of the investment manager). Management fees paid by the Fund are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund.

 

8. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

FRD-18


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Rising Dividends Securities Fund

 

8. FAIR VALUE MEASUREMENTS (continued)

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets carried at fair value:

 

    Level 1    Level 2    Level 3    Total
Assets:           

Investments in Securities

  $ 1,427,806,820    $ 650,849    $    $ 1,428,457,669

 

9. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

10. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

FRD-19


Franklin Templeton Variable Insurance Products Trust

 

Franklin Rising Dividends Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Rising Dividends Securities Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

FRD-20


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Franklin Rising Dividends Securities Fund

 

Under Section 852(b)(3)(c) of the Internal Revenue Code (Code), the Fund designates the maximum amount allowable but no less than $13,742,096 as a long term capital gain dividend for the fiscal year ended December 31, 2008.

 

Under Section 854(b)(2) of the Code, the Fund designates 100% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended December 31, 2008.

 

FRD-21


FRANKLIN SMALL CAP VALUE SECURITIES FUND

 

This annual report for Franklin Small Cap Value Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   -33.05%    +0.78%    +6.17%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -29.14%.

 

Total Return Index Comparison for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Russell 2500™ Value Index. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Franklin Small Cap Value Securities Fund – Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

FSV-1


 

Fund Goal and Main Investments: Franklin Small Cap Value Securities Fund seeks long-term total return. The Fund normally invests at least 80% of its net assets in investments of small capitalization companies and normally invests predominantly in equity securities. For this Fund, small capitalization companies are those with market capitalization values not exceeding $3.5 billion at the time of purchase. The Fund invests generally in equity securities of companies that the manager believes are currently undervalued.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund performed comparably to its benchmark, the Russell 2500 Value Index, which fell 31.99% for the same period.1 Please note that the Fund employs a bottom-up stock selection process, and the managers invest in securities without regard to benchmark comparisons.

 

Economic and Market Overview

 

In 2008, economic conditions deteriorated. The Conference Board’s Consumer Confidence Index fell to an all-time low since it began in 1967 as the U.S. economy faltered and stock markets declined. The government’s abrupt conservatorship of Fannie Mae and Freddie Mac and the failure of several blue-chip banks and financial institutions roiled equity markets. Despite government interventions and massive emergency funding, the nation’s economic troubles were exacerbated as manufacturing activity weakened at its fastest pace in nearly 30 years and as home prices continued to fall. Jobless claims mounted and the unemployment rate rose to 7.2% by period-end.2 Economic growth, as measured by gross domestic product (GDP), rebounded from a 0.9% annualized rate in the first quarter of 2008 to a 2.8% annualized pace in the second quarter, largely due to strong exports and government spending. However, in the third and fourth quarters of 2008, GDP fell at annualized rates of 0.5% and an estimated 3.8%, reflecting a broad-based contraction in consumer spending, falling corporate profits and slowing export growth.

 

Oil prices soared to a record high in July, rising above $145 per barrel, before dramatically retreating to $45 by period-end. Many other commodities such as agricultural products and precious and base metals

 

1. Source: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

2. Source: Bureau of Labor Statistics.

Fund Risks: The Fund’s investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. Smaller company securities can increase the risk of greater price volatility, particularly over the short term. Smaller or relatively new or unseasoned companies can be particularly sensitive to changing economic conditions, and their prospects for growth are less certain than those of larger, more established companies. Foreign investing involves additional risks, including currency fluctuations, economic instability, market volatility, and political and social instability. The Fund’s prospectus also includes a description of the main investment risks.

 

FSV-2


followed similar trends. Partially as a result of the steep price corrections, inflation declined significantly late in the review period, and December’s inflation rate was an annualized 0.1%.2 Core inflation, which excludes food and energy costs, rose at a 1.8% annual rate; this level was within the Federal Reserve Board’s (Fed’s) informal target range of 1.5%–2.0%.2

 

A slowing economy and decelerating inflation prompted policymakers to further lower interest rates and enact stimulus plans. During the year under review, the Fed lowered the federal funds target rate to a range of 0% to 0.25% from 4.25% at the start of the reporting period. The Fed and U.S. Treasury Department also introduced new programs such as the Primary Dealer Credit Facility (PDCF) and the Troubled Asset Relief Program (TARP), which were intended to enhance market liquidity.

 

Volatility remained high throughout the reporting period but intensified in the latter half of the year as stocks fluctuated wildly and Treasury prices soared. The year was among the worst in history for U.S. stock market performance. For the 12 months under review, the blue chip stocks of the Dow Jones Industrial Average fell 31.93%, the broader Standard & Poor’s 500 Index (S&P 500) dropped 37.00%, and the technology-heavy NASDAQ Composite Index declined 40.03%.3 All sectors lost value; however, the financials, materials and information technology sectors had the largest declines.

 

Investment Strategy

 

We are a research-driven, fundamental investment adviser, pursuing a disciplined, value-oriented strategy for the Fund. As a bottom-up adviser concentrating primarily on individual securities, we focus on the market price of a company’s securities relative to our evaluation of the company’s potential long-term earnings, asset value or cash flow. We seek bargains among the “unloved,” out-of-favor companies that offer, in our opinion, attractive long-term potential. These might include current growth companies that are being ignored by the market, former growth companies that have stumbled recently, dropping sharply in price but that still have significant growth potential, in our opinion, or companies that may be potential turnaround candidates or takeover targets.

 

Manager’s Discussion

 

During the 12 months under review, detractors from performance included stocks from industries hurt by the slowing economy and reduced consumer spending. Notable among the Fund’s weak performers during the fiscal year

 

3. Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

LOGO

 

FSV-3


were specialty retailer Zale, recreational vehicle manufacturer Thor Industries, recreational products manufacturer Brunswick and home furnishings company La-Z-Boy. Other major detractors included health and safety products manufacturer Mine Safety Appliances, metals processing company Reliance Steel & Aluminum, and offshore energy company Helix Energy Solutions Group.

 

Contributors to Fund performance included several financials sector holdings including insurance companies IPC Holdings, RLI and Montpelier Re Holdings, and regional bank Chemical Financial.4 In the industrials sector, freight railroad operator Genesee & Wyoming, building products manufacturer Simpson Manufacturing, and road and construction equipment manufacturer Astec Industries, a new holding, helped performance. 5

 

In addition to Astec Industries, the Fund initiated eight positions in what we considered attractively valued securities: industrial products distributor Applied Industrial Technologies; diversified chemicals company Ashland; automotive safety systems manufacturer Autoliv; oil and natural gas equipment manufacturer Carbo Ceramics; industrial goods manufacturer Lincoln Electric Holdings; industrial lasers and supplies producer Rofin-Sinar Technologies; retailer Saks; and workers compensation insurance provider Zenith National Insurance. We also added significantly to several existing positions including Benchmark Electronics, Erie Indemnity, General Maritime, Men’s Wearhouse and NV Energy (formerly, Sierra Pacific Resources). The Fund liquidated 12 positions during the period. One holding, Genlyte Group, was acquired by Royal Dutch Electronics at a 52% premium to its share price prior to the deal’s announcement in November 2007. The other positions were sold either because we believed the shares were fully valued or the companies’ fundamentals had deteriorated.

 

Thank you for your participation in Franklin Small Cap Value Securities Fund. We look forward to serving your future investment needs.

 

4. The financials sector comprises banks and insurance in the SOI.

5. The industrials sector comprises capital goods, commercial and professional services, and transportation in the SOI.

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

Top 10 Holdings

Franklin Small Cap Value Securities Fund 12/31/08

 

Company
Sector/Industry
  % of Total
Net Assets
Old Republic International Corp.   2.2%
Insurance  
IPC Holdings Ltd.   2.2%
Insurance  
Universal Forest Products Inc.   2.0%
Capital Goods  
Aspen Insurance Holdings Ltd.   1.9%
Insurance  
Mueller Industries Inc.   1.9%
Capital Goods  
Montpelier Re Holdings Ltd. (Bermuda)   1.8%
Insurance  
TrustCo Bank Corp. NY   1.8%
Banks  
Benchmark Electronics Inc.   1.6%
Technology Hardware & Equipment  
NV Energy Corp.   1.6%
Utilities  
Westlake Chemical Corp.   1.6%
Materials  

 

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).

 

FSV-4


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown below would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Franklin Small Cap Value Securities Fund – Class 4

 

FSV-5


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

   Ending
Account
Value 12/31/08
   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 690.80    $ 4.34

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,020.01    $ 5.18

 

*Expenses are calculated using the most recent six-month annualized expense ratio for the Fund’s Class 4 shares (1.02%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

FSV-6


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Franklin Small Cap Value Securities Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 17.38     $ 19.07     $ 17.02     $ 15.85     $ 12.81  
        

Income from investment operationsa:

          

Net investment incomeb

     0.24       0.22       0.18       0.17       0.21  

Net realized and unrealized gains (losses)

     (5.44 )     (0.44 )     2.69       1.24       2.87  
        

Total from investment operations

     (5.20 )     (0.22 )     2.87       1.41       3.08  
        

Less distributions from:

          

Net investment income

     (0.23 )     (0.17 )     (0.16 )     (0.14 )     (0.04 )

Net realized gains

     (1.22 )     (1.30 )     (0.66 )     (0.10 )      
        

Total distributions

     (1.45 )     (1.47 )     (0.82 )     (0.24 )     (0.04 )
        

Net asset value, end of year

   $ 10.73     $ 17.38     $ 19.07     $ 17.02     $ 15.85  
        

Total returnc

     (32.87)%       (2.14)%       17.30%       8.99%       24.09%  

Ratios to average net assets

          

Expensesd

     0.67%       0.64%       0.65%       0.64%       0.67%  

Net investment income

     1.62%       1.13%       0.97%       1.05%       1.59%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 34,901     $ 57,045     $ 73,154     $ 52,632     $ 50,401  

Portfolio turnover rate

     16.98%       16.27%       16.43% e     11.03%       9.50%  

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

eExcludes the value of portfolio securities delivered as a result of a redemption in-kind.

 

The accompanying notes are an integral part of these financial statements.

 

FSV-7


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Small Cap Value Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 17.10     $ 18.79     $ 16.79     $ 15.65     $ 12.67  
        

Income from investment operationsa:

          

Net investment incomeb

     0.20       0.17       0.13       0.13       0.18  

Net realized and unrealized gains (losses)

     (5.35 )     (0.43 )     2.65       1.23       2.82  
        

Total from investment operations

     (5.15 )     (0.26 )     2.78       1.36       3.00  
        

Less distributions from:

          

Net investment income

     (0.18 )     (0.13 )     (0.12 )     (0.12 )     (0.02 )

Net realized gains

     (1.22 )     (1.30 )     (0.66 )     (0.10 )      
        

Total distributions

     (1.40 )     (1.43 )     (0.78 )     (0.22 )     (0.02 )
        

Net asset value, end of year

   $ 10.55     $ 17.10     $ 18.79     $ 16.79     $ 15.65  
        

Total returnc

     (33.02)%       (2.38)%       16.98%       8.77%       23.75%  

Ratios to average net assets

          

Expensesd

     0.92%       0.89%       0.90%       0.89%       0.92%  

Net investment income

     1.37%       0.88%       0.72%       0.80%       1.34%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 784,773     $ 1,177,367     $ 1,240,892     $ 1,094,120     $ 748,762  

Portfolio turnover rate

     16.98%       16.27%       16.43% e     11.03%       9.50%  

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

eExcludes the value of portfolio securities delivered as a result of a redemption in-kind.

 

The accompanying notes are an integral part of these financial statements.

 

FSV-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Small Cap Value Securities Fund

 

Class 4    Period Ended
December 31,
2008
a
 
        

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 16.42  
        

Income from investment operationsb:

  

Net investment incomec

     0.15  

Net realized and unrealized gains (losses)

     (4.42 )
        

Total from investment operations

     (4.27 )
        

Less distributions from:

  

Net investment income

     (0.23 )

Net realized gains

     (1.22 )
        

Total distributions

     (1.45 )
        

Net asset value, end of period

   $ 10.70  
        

Total returnd

     (29.14)%  

Ratios to average net assetse

  

Expensesf

     1.02%  

Net investment income

     1.27%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 14,850  

Portfolio turnover rate

     16.98%  

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

 

The accompanying notes are an integral part of these financial statements.

 

FSV-9


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Franklin Small Cap Value Securities Fund    Shares      Value

Common Stocks 94.3%

       

Automobiles & Components 3.1%

       

Autoliv Inc. (Sweden)

   331,600      $ 7,116,136

Gentex Corp.

   714,000        6,304,620

Monaco Coach Corp.

   825,800        421,158

aThor Industries Inc.

   658,000        8,672,440

Winnebago Industries Inc.

   600,000        3,618,000
           
          26,132,354
           

Banks 3.9%

       

aChemical Financial Corp.

   461,354        12,862,549

Corus Bankshares Inc.

   682,600        757,686

Peoples Bancorp Inc.

   199,400        3,814,522

aTrustCo Bank Corp. NY

   1,580,000        15,025,800
           
          32,460,557
           

Capital Goods 23.8%

       

A.O. Smith Corp.

   112,500        3,321,000

aAmerican Woodmark Corp.

   359,310        6,550,221

Apogee Enterprises Inc.

   864,000        8,951,040

Applied Industrial Technologies Inc.

   201,000        3,802,920

bAstec Industries Inc.

   80,600        2,525,198

Brady Corp., A

   522,600        12,516,270

Briggs & Stratton Corp.

   472,600        8,313,034

Carlisle Cos. Inc.

   433,000        8,963,100

CIRCOR International Inc.

   135,900        3,737,250

CNH Global NV (Netherlands)

   84,000        1,310,400

bEMCOR Group Inc.

   264,000        5,921,520

Franklin Electric Co. Inc.

   131,232        3,688,932

Gibraltar Industries Inc.

   1,079,800        12,892,812

Graco Inc.

   458,200        10,873,086

Kennametal Inc.

   416,000        9,231,040

Lincoln Electric Holdings Inc.

   200,900        10,231,837

Mueller Industries Inc.

   601,700        15,090,636

Nordson Corp.

   252,000        8,137,080

bPowell Industries Inc.

   62,600        1,816,652

Roper Industries Inc.

   202,000        8,768,820

Simpson Manufacturing Co. Inc.

   385,525        10,702,174

Timken Co.

   120,000        2,355,600

Trinity Industries Inc.

   510,800        8,050,208

Universal Forest Products Inc.

   624,000        16,791,840

Wabash National Corp.

   1,259,200        5,666,400

aWatts Water Technologies Inc., A

   341,300        8,522,261
           
          198,731,331
           

Commercial & Professional Services 2.8%

       

ABM Industries Inc.

   630,700        12,014,835

Mine Safety Appliances Co.

   473,200        11,314,212
           
          23,329,047
           

Consumer Durables & Apparel 6.0%

       

Bassett Furniture Industries Inc.

   230,900        773,515

Brunswick Corp.

   906,000        3,814,260

D.R. Horton Inc.

   772,000        5,458,040

Ethan Allen Interiors Inc.

   442,000        6,351,540

cHooker Furniture Corp.

   555,100        4,252,066

 

FSV-10


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Small Cap Value Securities Fund    Shares      Value

Common Stocks (continued)

       

Consumer Durables & Apparel (continued)

       

La-Z-Boy Inc.

   1,095,700      $ 2,377,669

M/I Homes Inc.

   593,700        6,257,598

M.D.C. Holdings Inc.

   320,000        9,696,000

bRuss Berrie and Co. Inc.

   593,580        1,762,933

bTimberland Co., A

   250,700        2,895,585

bThe Warnaco Group Inc.

   336,000        6,595,680
           
          50,234,886
           

Consumer Services 1.0%

       

Regis Corp.

   583,900        8,484,067
           

Energy 7.8%

       

Arch Coal Inc.

   111,500        1,816,335

bAtwood Oceanics Inc.

   219,000        3,346,320

bBristow Group Inc.

   315,500        8,452,245

CARBO Ceramics Inc.

   23,000        817,190

CONSOL Energy Inc.

   87,000        2,486,460

General Maritime Corp.

   375,200        4,052,160

bGlobal Industries Ltd.

   1,151,700        4,019,433

bHelix Energy Solutions Group Inc.

   438,400        3,174,016

bOil States International Inc.

   314,000        5,868,660

Overseas Shipholding Group Inc.

   150,000        6,316,500

Peabody Energy Corp.

   114,000        2,593,500

Rowan Cos. Inc.

   394,600        6,274,140

Teekay Corp. (Bahamas)

   232,500        4,568,625

Tidewater Inc.

   113,000        4,550,510

bUnit Corp.

   239,700        6,404,784
           
          64,740,878
           

Food & Staples Retailing 1.3%

       

Casey’s General Stores Inc.

   462,000        10,519,740
           

Health Care Equipment & Services 2.5%

       

STERIS Corp.

   213,000        5,088,570

Teleflex Inc.

   150,000        7,515,000

West Pharmaceutical Services Inc.

   215,800        8,150,766
           
          20,754,336
           

Insurance 13.9%

       

American National Insurance Co.

   86,000        6,340,780

Arthur J. Gallagher & Co.

   229,500        5,946,345

Aspen Insurance Holdings Ltd.

   645,000        15,641,250

Erie Indemnity Co., A

   189,663        7,137,018

IPC Holdings Ltd.

   604,600        18,077,540

Montpelier Re Holdings Ltd. (Bermuda)

   897,300        15,065,667

Old Republic International Corp.

   1,562,000        18,619,040

Protective Life Corp.

   450,000        6,457,500

RLI Corp.

   151,100        9,241,276

StanCorp Financial Group Inc.

   232,000        9,690,640

bSyncora Holdings Ltd.

   1,132,175        192,470

Zenith National Insurance Corp.

   102,500        3,235,925
           
          115,645,451
           

Materials 10.7%

       

Airgas Inc.

   297,700        11,607,323

AptarGroup Inc.

   250,700        8,834,668

 

FSV-11


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Small Cap Value Securities Fund    Shares      Value

Common Stocks (continued)

       

Materials (continued)

       

Cabot Corp.

   319,600      $ 4,889,880

Gerdau Ameristeel Corp. (Canada)

   1,316,000        7,974,960

Glatfelter

   752,000        6,993,600

bMercer International Inc. (Germany)

   459,100        881,472

Reliance Steel & Aluminum Co.

   449,600        8,965,024

RPM International Inc.

   865,000        11,495,850

Steel Dynamics Inc.

   1,065,000        11,906,700

United States Steel Corp.

   49,000        1,822,800

Westlake Chemical Corp.

   832,521        13,561,767
           
          88,934,044
           

Retailing 5.6%

       

Brown Shoe Co. Inc.

   823,000        6,970,810

Christopher & Banks Corp.

   1,420,000        7,952,000

Fred’s Inc.

   507,150        5,456,934

Group 1 Automotive Inc.

   383,200        4,127,064

bGymboree Corp.

   146,200        3,814,358

The Men’s Wearhouse Inc.

   535,000        7,243,900

bPier 1 Imports Inc.

   770,000        284,900

a,bSaks Inc.

   766,000        3,355,080

bTuesday Morning Corp.

   1,227,000        2,000,010

bWest Marine Inc.

   845,600        3,585,344

a,bZale Corp.

   699,200        2,328,336
           
          47,118,736
           

Semiconductors & Semiconductor Equipment 1.1%

       

Cohu Inc.

   659,500        8,012,925

bOmniVision Technologies Inc.

   300,000        1,575,000
           
          9,587,925
           

Technology Hardware & Equipment 4.7%

       

bAvocent Corp.

   599,000        10,728,090

bBenchmark Electronics Inc.

   1,068,000        13,638,360

Diebold Inc.

   46,400        1,303,376

bMettler-Toledo International Inc.

   150,000        10,110,000

bRofin-Sinar Technologies Inc.

   190,000        3,910,200
           
          39,690,026
           

Transportation 3.4%

       

bGenesee & Wyoming Inc.

   441,700        13,471,850

bKansas City Southern

   146,000        2,781,300

SkyWest Inc.

   640,500        11,913,300
           
          28,166,450
           

Utilities 2.7%

       

Atmos Energy Corp.

   170,100        4,031,370

Energen Corp.

   171,000        5,015,430

NV Energy Corp.

   1,375,000        13,598,750
           
          22,645,550
           

Total Common Stocks (Cost $1,095,120,400)

          787,175,378
           

 

FSV-12


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Small Cap Value Securities Fund    Principal
Amount
     Value  

Corporate Bonds (Cost $1,479,291) 0.2%

       

Capital Goods 0.2%

       

Mueller Industries Inc., 6.00%, 11/01/14

   $ 1,494,000      $ 1,167,188  
             

Total Investments before Short Term Investments (Cost $1,096,599,691)

          788,342,566  
             
     Shares         

Short Term Investments 9.1%

       

Money Market Funds (Cost $46,274,205) 5.5%

       

dFranklin Institutional Fiduciary Trust Money Market Portfolio, 0.55%

     46,274,205        46,274,205  
             

eInvestments from Cash Collateral Received for Loaned Securities 3.6%

       

Money Market Funds (Cost $30,105,660) 3.6%

       

fBank of New York Institutional Cash Reserve Fund, 0.09%

     30,105,660        29,804,603  
             

Total Investments (Cost $1,172,979,556) 103.6%

          864,421,374  

Other Assets, less Liabilities (3.6)%

          (29,897,628 )
             

Net Assets 100.0%

        $ 834,523,746  
             

 

 

aA portion or all of the security is on loan as of December 31, 2008. See Note 1(b).

bNon-income producing for the twelve months ended December 31, 2008.

cSee Note 8 regarding holdings of 5% voting securities.

dSee Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end.

eSee Note 1(b) regarding securities on loan.

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

 

The accompanying notes are an integral part of these financial statements.

 

FSV-13


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Franklin
Small Cap Value
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 1,117,984,610  

Cost - Non-controlled affiliated issuers (Note 8)

     8,720,741  

Cost - Sweep Money Fund (Note 7)

     46,274,205  
        

Total cost of investments

   $ 1,172,979,556  
        

Value - Unaffiliated issuers

   $ 813,895,103  

Value - Non-controlled affiliated issuers (Note 8)

     4,252,066  

Value - Sweep Money Fund (Note 7)

     46,274,205  
        

Total value of investments (includes securities loaned in the amount of $29,534,173)

     864,421,374  

Receivables:

  

Capital shares sold

     1,210,243  

Dividends and interest

     1,183,094  
        

Total assets

     866,814,711  
        

Liabilities:

  

Payables:

  

Investment securities purchased

     727,468  

Capital shares redeemed

     310,003  

Affiliates

     726,783  

Payable upon return of securities loaned

     30,105,660  

Accrued expenses and other liabilities

     421,051  
        

Total liabilities

     32,290,965  
        

Net assets, at value

   $ 834,523,746  
        

Net assets consist of:

  

Paid-in capital

   $ 1,090,943,145  

Undistributed net investment income

     14,725,880  

Net unrealized appreciation (depreciation)

     (308,764,503 )

Accumulated net realized gain (loss)

     37,619,224  
        

Net assets, at value

   $ 834,523,746  
        

Class 1:

  

Net assets, at value

   $ 34,900,672  
        

Shares outstanding

     3,251,994  
        

Net asset value and maximum offering price per share

   $ 10.73  
        

Class 2:

  

Net assets, at value

   $ 784,773,469  
        

Shares outstanding

     74,398,581  
        

Net asset value and maximum offering price per share

   $ 10.55  
        

Class 4:

  

Net assets, at value

   $ 14,849,605  
        

Shares outstanding

     1,387,293  
        

Net asset value and maximum offering price per share

   $ 10.70  
        

 

The accompanying notes are an integral part of these financial statements.

 

FSV-14


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Franklin
Small Cap Value
Securities Fund
 

Investment income:

  

Dividends:

  

Unaffiliated issuers

   $ 18,024,966  

Non-controlled affiliated issuers (Note 8)

     222,040  

Sweep Money Fund (Note 7)

     828,587  

Interest

     91,668  

Income from securities loaned

     5,363,626  
        

Total investment income

     24,530,887  
        

Expenses:

  

Management fees (Note 3a)

     5,408,895  

Administrative fees (Note 3b)

     1,345,060  

Distribution fees: (Note 3c)

  

Class 2

     2,544,012  

Class 4

     15,390  

Unaffiliated transfer agent fees

     4,716  

Custodian fees (Note 4)

     19,087  

Reports to shareholders

     309,204  

Professional fees

     35,665  

Trustees’ fees and expenses

     5,515  

Other

     38,031  
        

Total expenses

     9,725,575  

Expense reductions (Note 4)

     (817 )
        

Net expenses

     9,724,758  
        

Net investment income

     14,806,129  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments:

  

Unaffiliated issuers

     37,654,897  

Non-controlled affiliated issuers (Note 8)

     6,154  
        

Net realized gain (loss)

     37,661,051  
        

Net change in unrealized appreciation (depreciation) on investments

     (460,075,401 )
        

Net realized and unrealized gain (loss)

     (422,414,350 )
        

Net increase (decrease) in net assets resulting from operations

   $ (407,608,221 )
        

 

The accompanying notes are an integral part of these financial statements.

 

FSV-15


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Franklin Small Cap Value
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 14,806,129     $ 12,202,153  

Net realized gain (loss) from investments

     37,661,051       84,444,667  

Net change in unrealized appreciation (depreciation) on investments

     (460,075,401 )     (125,870,314 )
        

Net increase (decrease) in net assets resulting from operations

     (407,608,221 )     (29,223,494 )
        

Distributions to shareholders from:

    

Net investment income:

    

Class 1

     (691,359 )     (643,430 )

Class 2

     (11,639,809 )     (8,499,152 )

Class 4

     (17,091 )      

Net realized gains:

    

Class 1

     (3,739,945 )     (4,923,222 )

Class 2

     (80,615,234 )     (87,395,798 )

Class 4

     (92,454 )      
        

Total distributions to shareholders

     (96,795,892 )     (101,461,602 )
        

Capital share transactions: (Note 2)

    

Class 1

     (56,463 )     (10,544,872 )

Class 2

     85,951,774       61,595,731  

Class 4

     18,620,427        
        

Total capital share transactions

     104,515,738       51,050,859  
        

Net increase (decrease) in net assets

     (399,888,375 )     (79,634,237 )

Net assets:

    

Beginning of year

     1,234,412,121       1,314,046,358  
        

End of year

   $ 834,523,746     $ 1,234,412,121  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 14,725,880     $ 12,271,143  
        

 

The accompanying notes are an integral part of these financial statements.

 

FSV-16


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Franklin Small Cap Value Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Franklin Small Cap Value Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. The Fund offers three classes of shares: Class 1, Class 2, and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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. Investments in open-end mutual funds are valued at the closing net asset value.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security 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. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Securities Lending

 

The Fund participates in a principal based security 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 market fund managed by the Fund’s custodian on the Fund’s behalf. 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 principal may default on its obligations to the Fund.

 

c. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

FSV-17


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Small Cap Value Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

d. Security Transactions, Investment Income, Expenses and Distributions

 

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

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

e. Accounting Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

 

f. Guarantees and Indemnifications

 

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

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   497,732     $ 7,402,544     494,875     $ 9,549,933  

Shares issued in reinvestment of distributions

   267,107       4,431,305     280,013       5,566,652  

Shares redeemed

   (794,982 )     (11,890,312 )   (1,329,683 )     (25,661,457 )
        

Net increase (decrease)

   (30,143 )   $ (56,463 )   (554,795 )   $ (10,544,872 )
        

 

FSV-18


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Small Cap Value Securities Fund

 

2. SHARES OF BENEFICIAL INTEREST (continued)

 

     Year Ended December 31,  
     2008a     2007  
Class 2 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   18,734,933     $ 264,994,545     8,994,880     $ 170,296,248  

Shares issued in reinvestment of distributions

   5,649,421       92,255,043     4,895,097       95,894,950  

Shares redeemed

   (18,829,303 )     (271,297,814 )   (11,093,846 )     (204,595,467 )
        

Net increase (decrease)

   5,555,051     $ 85,951,774     2,796,131     $ 61,595,731  
        
Class 4 Shares:                         

Shares sold

   1,391,688     $ 18,668,696      

Shares issued on reinvestment of distributions

   6,580       109,104      

Shares redeemed

   (10,975 )     (157,373 )    
                    

Net increase (decrease)

   1,387,293     $ 18,620,427      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Advisory Services, LLC (Advisory Services)

   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 Advisory Services based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets
0.600%   

Up to and including $200 million

0.500%   

Over $200 million, up to and including $1.3 billion

0.400%   

In excess of $1.3 billion

 

b. Administrative Fees

 

The Fund pays an administrative fee to FT Services based on the Fund’s average 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

 

FSV-19


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Small Cap Value Securities Fund

 

3. TRANSACTIONS WITH AFFILIATES (continued)

 

c. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.35% per year of its average daily net assets of each class. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 2.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

5. INCOME TAXES

 

For tax purposes, realized capital losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses of $2,551,167.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from:

     

Ordinary income

   $ 15,883,308    $ 21,577,940

Long term capital gain

     80,912,584      79,883,662
      
   $ 96,795,892    $ 101,461,602
      

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation), undistributed ordinary income and undistributed long term capital gains for income tax purposes were as follows:

 

Cost of investments

   $ 1,172,987,222  
        

Unrealized appreciation

   $ 70,606,275  

Unrealized depreciation

     (379,172,123 )
        

Net unrealized appreciation (depreciation)

   $ (308,565,848 )
        

Undistributed ordinary income

   $ 14,718,178  

Undistributed long term capital gains

     40,185,758  
        

Distributable earnings

   $ 54,903,936  
        

 

Net investment income differs for financial statement and tax purposes primarily due to differing treatment of bond discounts and premiums.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatment of wash sales.

 

 

FSV-20


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Small Cap Value Securities Fund

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $177,715,126 and $183,045,145, respectively.

 

7. INVESTMENTS IN FRANKLIN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO

 

The Fund may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Franklin Advisers, Inc. (an affiliate of the investment manager). Management fees paid by the Fund are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund.

 

8. 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 year ended December 31, 2008, were as shown below.

 

Name of Issuer   Number of Shares
Held at Beginning
of Year
  Gross
Additions
  Gross
Reductions
  Number of Shares
Held at End
of Year
  Value at
End of
Year
  Investment
Income
  Realized
Capital
Gain
(Loss)
Non-Controlled Affiliates              
Hooker Furniture Corp.   569,800     14,700   555,100   $ 4,252,066   $ 222,040   $ 6,154
                         
Total Affiliated Securities (0.51% of Net Assets)            

 

9. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

FSV-21


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Small Cap Value Securities Fund

 

9. FAIR VALUE MEASUREMENTS (continued)

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets at fair value:

 

     Level 1    Level 2    Level 3    Total

Assets:

           

Investments in Securities

   $ 833,449,583    $ 30,971,791    $   —    $ 864,421,374

 

10. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

11. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with certain other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

FSV-22


Franklin Templeton Variable Insurance Products Trust

 

Franklin Small Cap Value Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of

Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Small Cap Value Securities Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

FSV-23


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Franklin Small Cap Value Securities Fund

 

Under Section 852(b)(3)(C) of the Internal Revenue Code (Code), the Fund designates the maximum amount allowable but no less than $80,912,584 as a long term capital gain dividend for the fiscal year ended December 31, 2008.

 

Under Section 854(b)(2) of the Code, the Fund designates 74.63% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended December 31, 2008.

 

FSV-24


FRANKLIN SMALL-MID CAP GROWTH SECURITIES FUND

 

This annual report for Franklin Small-Mid Cap Growth Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   -42.52%    -3.90%    +1.43%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -34.74%.

 

Total Return Index Comparison for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Standard & Poor’s 500 Index (S&P 500) and the Russell Midcap® Growth Index. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Franklin Small-Mid Cap Growth Securities Fund Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

FSC-1


 

Your Fund’s Goal and Main Investments: Franklin Small-Mid Cap Growth Securities Fund seeks long-term capital growth. The Fund normally invests at least 80% of its net assets in investments of small capitalization (small cap) and mid capitalization (mid cap) companies and normally invests predominantly in equity securities. For this Fund, small cap companies are those within the market capitalization range of companies in the Russell 2500 Index at the time of purchase; and mid cap companies are companies within the market capitalization range of companies in the Russell Midcap Index at the time of purchase.1

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund performed comparably to its narrow benchmark, the Russell Midcap Growth Index, which had a -44.32% total return, but underperformed its broad benchmark, the S&P 500, which had a -37.00% total return, for the same period.2

 

Economic and Market Overview

 

In 2008, economic conditions deteriorated. The Conference Board’s Consumer Confidence Index fell to an all-time low since it began in 1967 as the U.S. economy faltered and stock markets declined. The government’s abrupt conservatorship of Fannie Mae and Freddie Mac and the failure of several blue-chip banks and financial institutions roiled equity markets. Despite government interventions and massive emergency funding, the nation’s economic troubles were exacerbated as manufacturing activity weakened at its fastest pace in nearly 30 years and as home prices continued to fall. Jobless claims mounted and the unemployment rate rose to 7.2% by period-end.3 Economic growth, as measured by gross domestic product (GDP), rebounded from a 0.9% annualized rate in the first quarter of 2008 to a 2.8% annualized pace in the second quarter, largely due to strong exports and government spending. However, in the third and fourth quarters of 2008, GDP fell at annualized rates of 0.5% and an estimated 3.8%, reflecting a broad-based contraction in consumer spending, falling corporate profits and slowing export growth.

 

1. Please see Index Descriptions following the Fund Summaries.

2. Source: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

3. Source: Bureau of Labor Statistics.

 

Fund Risks: The Fund’s investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. Smaller and midsize company securities can increase the risk of greater price fluctuations, particularly over the short term. Smaller or relatively new or unseasoned companies can also be particularly sensitive to changing economic conditions, and their prospects for growth are less certain than those of larger, more established companies. The Fund may have significant investments in the technology sector, which has been among the market’s most volatile sectors and involves special risks. The Fund’s prospectus also includes a description of the main investment risks.

 

FSC-2


Oil prices soared to a record high in July, rising above $145 per barrel, before dramatically retreating to $45 by period-end. Many other commodities such as agricultural products and precious and base metals followed similar trends. Partially as a result of the steep price corrections, inflation declined significantly late in the review period, and December’s inflation rate was an annualized 0.1%.3 Core inflation, which excludes food and energy costs, rose at a 1.8% annual rate; this level was within the Federal Reserve Board’s (Fed’s) informal target range of 1.5%–2.0%.3

 

A slowing economy and decelerating inflation prompted policymakers to further lower interest rates and enact stimulus plans. During the year under review, the Fed lowered the federal funds target rate to a range of 0% to 0.25% from 4.25% at the start of the reporting period. The Fed and U.S. Treasury Department also introduced new programs such as the Primary Dealer Credit Facility (PDCF) and the Troubled Asset Relief Program (TARP), which were intended to enhance market liquidity.

 

Volatility remained high throughout the reporting period but intensified in the latter half of the year as stocks fluctuated wildly and Treasury prices soared. The year was among the worst in history for U.S. stock market performance. For the 12 months under review, the blue chip stocks of the Dow Jones Industrial Average had a total return of -31.93%, the broader S&P 500 a -37.00% total return, and the technology-heavy NASDAQ Composite Index a -40.03% total return.4 All sectors lost value, and the financials, materials and information technology sectors had the largest declines.

 

Investment Strategy

 

We are research-driven, fundamental investors pursuing a growth strategy. As bottom-up investors we focus primarily on finding individual securities that meet our criteria for growth potential, quality and valuation. We search for high-quality companies that have identifiable drivers of future earnings growth. We rely on our team of analysts to help provide in-depth industry expertise and use both qualitative and quantitative analysis to evaluate companies. Our analysts identify each company’s market opportunity, competitive position, management and financial strength, business and financial risks, and valuation. We choose to invest in those companies that, in our opinion, offer the best trade-off between growth opportunity, business and financial risk, and valuation.

 

4. Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

LOGO

 

FSC-3


Manager’s Discussion

 

Stock selection in the consumer discretionary, financials and telecommunication services sectors hurt Fund performance relative to the Russell Midcap Growth Index during the reporting period. Our underweighted position in the consumer discretionary sector also had a negative impact on Fund results, and major detractors included apparel retailer Guess? and fast-food operator Chipotle Mexican Grill.5 Financials holdings iStar Financial,5 a real estate investment trust, and Affiliated Managers Group, an asset management company, hampered relative Fund results. In the telecommunication services sector, wireless telecommunication holdings NII Holdings and Crown Castle International detracted from relative Fund performance. Another significant detractor outside of these sectors was energy holding Smith International, a U.S.-based provider of drilling equipment and services to the oil and gas industries. We sold our positions in Chipotle Mexican Grill and Crown Castle International by period-end.

 

On the other hand, stock selection in the energy, information technology and industrials sectors drove the Fund’s relative performance. Oil and gas exploration and production companies Southwestern Energy and Petrohawk Energy in the energy sector and specialized imaging systems manufacturer FLIR Systems in the information technology sector were significant contributors. Industrials holdings C.H. Robinson Worldwide, a freight and logistics company, and Ryanair Holdings,5 a European discount airline, also supported relative results. Another key contributor outside of these sectors was health care holding Myriad Genetics,5 which produces drugs and diagnostic testing systems aimed at finding and treating specific cancers and AIDS.

 

Thank you for your participation in Franklin Small-Mid Cap Growth Securities Fund. We look forward to serving your future investment needs.

 

5. This holding is not an index component.

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

Top 10 Holdings

Franklin Small-Mid Cap Growth Securities Fund 12/31/08

 

Company
Sector/Industry
   % of Total
Net Assets
FLIR Systems Inc.    2.7%
Information Technology   
Precision Castparts Corp.    2.3%
Industrials   
Southwestern Energy Co.    2.2%
Energy   
MasterCard Inc., A    2.2%
Information Technology   
Harris Corp.    2.1%
Information Technology   
C. R. Bard Inc.    2.1%
Health Care   
Flowserve Corp.    2.0%
Industrials   
Silicon Laboratories Inc.    2.0%
Information Technology   
Cerner Corp.    1.9%
Health Care   
Express Scripts Inc.    1.9%
Health Care   

 

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments.

 

FSC-4


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown below would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Franklin Small-Mid Cap Growth Securities Fund Class 4

 

FSC-5


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

  

Ending

Account

Value 12/31/08

   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 631.30    $ 4.63

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,019.46    $ 5.74

 

*Expenses are calculated using the most recent six-month annualized expense ratio for the Fund’s Class 4 shares (1.13%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

FSC-6


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Franklin Small-Mid Cap Growth Securities Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 23.39     $ 22.51     $ 20.66     $ 19.66     $ 17.60  
        

Income from investment operationsa:

          

Net investment income (loss)b

     0.01       (0.02 )     c     (0.02 )     (0.06 )

Net realized and unrealized gains (losses)

     (8.98 )     2.65       1.85       1.02       2.12  
        

Total from investment operations

     (8.97 )     2.63       1.85       1.00       2.06  
        

Less distributions from net realized gains

     (2.36 )     (1.75 )                  
        

Net asset value, end of year

   $ 12.06     $ 23.39     $ 22.51     $ 20.66     $ 19.66  
        

Total returnd

     (42.34)%       11.51%       8.95%       5.09%       11.70%  

Ratios to average net assets

          

Expensese

     0.76%       0.74%       0.76%       0.74%       0.74%  

Net investment income (loss)

     0.06%       (0.10)%       (0.02)%       (0.09)%       (0.33)%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 63,531     $ 127,602     $ 135,402     $ 157,085     $ 184,513  

Portfolio turnover rate

     60.12%       66.94%       50.08%       74.39%       32.55%  

 

 

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.

cAmount rounds to less than $0.01 per share.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

eBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FSC-7


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Small-Mid Cap Growth Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 22.91     $ 22.13     $ 20.36     $ 19.43     $ 17.43  
        

Income from investment operationsa:

          

Net investment income (loss)b

     (0.03 )     (0.08 )     (0.06 )     (0.07 )     (0.10 )

Net realized and unrealized gains (losses)

     (8.77 )     2.61       1.83       1.00       2.10  
        

Total from investment operations

     (8.80 )     2.53       1.77       0.93       2.00  
        

Less distributions from net realized gains

     (2.36 )     (1.75 )                  
        

Net asset value, end of year

   $ 11.75     $ 22.91     $ 22.13     $ 20.36     $ 19.43  
        

Total returnc

     (42.49)%       11.24%       8.69%       4.79%       11.47%  

Ratios to average net assets

          

Expensesd

     1.01%       0.99%       1.01%       0.99%       0.99%  

Net investment income (loss)

     (0.19)%       (0.35)%       (0.27)%       (0.34)%       (0.58)%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 614,053     $ 1,217,177     $ 1,184,521     $ 1,166,806     $ 1,142,048  

Portfolio turnover rate

     60.12%       66.94%       50.08%       74.39%       32.55%  

 

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FSC-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Small-Mid Cap Growth Securities Fund

 

Class 4   

Period Ended

December 31,
2008
a

 
        

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 20.60  
        

Income from investment operationsb:

  

Net investment incomec

     0.02  

Net realized and unrealized gains (losses)

     (6.24 )
        

Total from investment operations

     (6.22 )
        

Less distributions from net realized gains

     (2.36 )
        

Net asset value, end of period

   $ 12.02  
        

Total returnd

     (34.74)%  

Ratios to average net assetse

  

Expensesf

     1.11%  

Net investment income (loss)

     (0.29)%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 3,538  

Portfolio turnover rate

     60.12%  

 

 

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

 

The accompanying notes are an integral part of these financial statements.

 

FSC-9


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Franklin Small-Mid Cap Growth Securities Fund    Shares      Value

Common Stocks 93.7%

       

Consumer Discretionary 8.3%

       

Abercrombie & Fitch Co., A

   245,700      $ 5,668,299

aAmazon.com Inc.

   32,000        1,640,960

BorgWarner Inc.

   288,200        6,274,114

aDick’s Sporting Goods Inc.

   396,500        5,594,615

Guess? Inc.

   540,300        8,293,605

aITT Educational Services Inc.

   93,800        8,909,124

PetSmart Inc.

   317,400        5,856,030

aTractor Supply Co.

   101,398        3,664,524

Wolverine World Wide Inc.

   508,000        10,688,320
           
          56,589,591
           

Consumer Staples 3.6%

       

Clorox Co.

   109,600        6,089,376

aHain Celestial Group Inc.

   324,200        6,188,978

aHansen Natural Corp.

   363,900        12,201,567
           
          24,479,921
           

Energy 8.0%

       

aCameron International Corp.

   246,200        5,047,100

aFMC Technologies Inc.

   264,900        6,312,567

aMariner Energy Inc.

   51        520

aOceaneering International Inc.

   86,100        2,508,954

aPetrohawk Energy Corp.

   682,600        10,669,038

Range Resources Corp.

   228,700        7,864,993

Smith International Inc.

   327,600        7,498,764

aSouthwestern Energy Co.

   511,900        14,829,743
           
          54,731,679
           

Financials 3.6%

       

aAffiliated Managers Group Inc.

   175,900        7,373,728

BlackRock Inc.

   27,800        3,729,370

FelCor Lodging Trust Inc.

   390,800        719,072

iStar Financial Inc.

   824,991        1,839,730

T. Rowe Price Group Inc.

   304,265        10,783,151
           
          24,445,051
           

Health Care 18.5%

       

Allscripts-Misys Healthcare Solutions Inc.

   451,500        4,478,880

aAmerican Medical Systems Holdings Inc.

   89,617        805,657

C. R. Bard Inc.

   171,600        14,459,016

aCerner Corp.

   343,400        13,203,730

aCommunity Health Systems Inc.

   373,800        5,450,004

aDaVita Inc.

   131,500        6,518,455

aExpress Scripts Inc.

   237,400        13,052,252

aHenry Schein Inc.

   186,200        6,831,678

aIllumina Inc.

   201,100        5,238,655

aMasimo Corp.

   65,600        1,956,848

aMyriad Genetics Inc.

   190,100        12,596,026

Pharmaceutical Product Development Inc.

   298,300        8,653,683

aPhase Forward Inc.

   11,400        142,728

aQIAGEN NV (Netherlands)

   350,700        6,158,292

aSequenom Inc.

   229,700        4,557,248

aVarian Medical Systems Inc.

   276,940        9,703,977

aWaters Corp.

   337,000        12,351,050
           
          126,158,179
           

 

FSC-10


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Small-Mid Cap Growth Securities Fund    Shares      Value

Common Stocks (continued)

       

Industrials 16.4%

       

AMETEK Inc.

   427,600      $ 12,917,796

C.H. Robinson Worldwide Inc.

   185,170        10,189,905

Expeditors International of Washington Inc.

   269,800        8,976,246

Flowserve Corp.

   263,800        13,585,700

aJacobs Engineering Group Inc.

   178,800        8,600,280

aOrbital Sciences Corp.

   477,600        9,327,528

Precision Castparts Corp.

   268,400        15,964,432

Robert Half International Inc.

   438,100        9,121,242

Rockwell Collins Inc.

   140,700        5,499,963

aRyanair Holdings PLC, ADR (Ireland)

   346,600        10,079,128

aSunPower Corp., A

   206,000        7,622,000
           
          111,884,220
           

Information Technology 29.5%

       

aActivision Blizzard Inc.

   1,219,900        10,539,936

aAffiliated Computer Services Inc., A

   167,000        7,673,650

aAlliance Data Systems Corp.

   250,800        11,669,724

aANSYS Inc.

   255,700        7,131,473

aConcur Technologies Inc.

   126,200        4,141,884

FactSet Research Systems Inc.

   185,800        8,219,792

aFLIR Systems Inc.

   590,800        18,125,744

aFormFactor Inc.

   617,300        9,012,580

Global Payments Inc.

   54,200        1,777,218

Harris Corp.

   384,600        14,634,030

aHittite Microwave Corp.

   179,200        5,279,232

aLam Research Corp.

   249,400        5,307,232

MasterCard Inc., A

   102,600        14,664,618

aMettler-Toledo International Inc.

   154,700        10,426,780

Microchip Technology Inc.

   239,094        4,669,506

aMicrosemi Corp.

   545,800        6,898,912

aNuance Communications Inc.

   1,132,290        11,730,525

aRiverbed Technology Inc.

   439,400        5,004,766

aSAIC Inc.

   541,300        10,544,524

aSilicon Laboratories Inc.

   544,400        13,490,232

aTandberg ASA (Norway)

   516,700        5,601,728

aTrimble Navigation Ltd.

   491,500        10,621,315

aUbiSoft Entertainment SA (France)

   176,400        3,426,109
           
          200,591,510
           

Materials 1.0%

       

Ecolab Inc.

   186,900        6,569,535
           

Telecommunication Services 4.2%

       

aAmerican Tower Corp., A

   190,600        5,588,392

aMetroPCS Communications Inc.

   640,100        9,505,485

aNII Holdings Inc.

   436,600        7,937,388

aSBA Communications Corp.

   317,700        5,184,864

a,bTeleCorp PCS Inc., Escrow Account

   262,900       
           
          28,216,129
           

Utilities 0.6%

       

International Power PLC (United Kingdom)

   1,242,600        4,360,248
           

Total Common Stocks (Cost $751,622,651)

          638,026,063
           

 

FSC-11


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Small-Mid Cap Growth Securities Fund   

Principal

Amount

     Value  

Convertible Bonds (Cost $1,449,899) 0.1%

       

Information Technology 0.1%

       

Microchip Technology Inc., cvt., 2.125%, 12/15/37

   $ 1,835,000      $ 1,169,813  
             

Total Investments before Short Term Investments (Cost $753,072,550)

          639,195,876  
             
     Shares         

Short Term Investments (Cost $42,243,056) 6.2%

       

Money Market Funds 6.2%

       

cFranklin Institutional Fiduciary Trust Money Market Portfolio, 0.55%

     42,243,056        42,243,056  
             

Total Investments (Cost $795,315,606) 100.0%

          681,438,932  

Other Assets, less Liabilities (0.0)%d

          (316,558 )
             

Net Assets 100.0%

        $ 681,122,374  
             

 

See Abbreviations on page FSC-21.

 

aNon-income producing for the twelve months ended December 31, 2008.

bSecurity has been deemed illiquid because it may not be able to be sold within seven days. At December 31, 2008, the value of this security was $0.

cSee Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end.

dRounds to less than 0.1% of net assets.

 

FSC-12

The accompanying notes are an integral part of these financial statements.


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Franklin Small-Mid
Cap Growth
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 753,072,550  

Cost - Sweep Money Fund (Note 7)

     42,243,056  
        

Total cost of investments

   $ 795,315,606  
        

Value - Unaffiliated issuers

   $ 639,195,876  

Value - Sweep Money Fund (Note 7)

     42,243,056  
        

Total value of investments

     681,438,932  

Receivables:

  

Investment securities sold

     3,679,810  

Capital shares sold

     98,203  

Dividends and interest

     287,404  

Other assets

     9,620  
        

Total assets

     685,513,969  
        

Liabilities:

  

Payables:

  

Investment securities purchased

     2,956,583  

Capital shares redeemed

     504,895  

Affiliates

     661,044  

Reports to shareholders

     228,004  

Accrued expenses and other liabilities

     41,069  
        

Total liabilities

     4,391,595  
        

Net assets, at value

   $ 681,122,374  
        

Net assets consist of:

  

Paid-in capital

   $ 929,070,414  

Undistributed net investment income (loss)

     (20,106 )

Net unrealized appreciation (depreciation)

     (113,876,674 )

Accumulated net realized gain (loss)

     (134,051,260 )
        

Net assets, at value

   $ 681,122,374  
        

Class 1:

  

Net assets, at value

   $ 63,531,330  
        

Shares outstanding

     5,267,490  
        

Net asset value and maximum offering price per share

   $ 12.06  
        

Class 2:

  

Net assets, at value

   $ 614,053,201  
        

Shares outstanding

     52,256,585  
        

Net asset value and maximum offering price per share

   $ 11.75  
        

Class 4:

  

Net assets, at value

   $ 3,537,843  
        

Shares outstanding

     294,294  
        

Net asset value and maximum offering price per share

   $ 12.02  
        

 

The accompanying notes are an integral part of these financial statements.

 

FSC-13


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Franklin Small-Mid
Cap Growth
Securities Fund
 

Investment income:

  

Dividends:

  

Unaffiliated issuers

   $ 7,339,268  

Sweep Money Fund (Note 7)

     1,198,025  

Interest

     7,677  
        

Total investment income

     8,544,970  
        

Expenses:

  

Management fees (Note 3a)

     4,935,354  

Administrative fees (Note 3b)

     2,601,775  

Distribution fees: (Note 3c)

  

Class 2

     2,350,105  

Class 4

     4,319  

Unaffiliated transfer agent fees

     3,057  

Custodian fees (Note 4)

     21,990  

Reports to shareholders

     305,021  

Professional fees

     35,941  

Trustees’ fees and expenses

     5,601  

Other

     33,751  
        

Total expenses

     10,296,914  

Expense reductions (Note 4)

     (594 )
        

Net expenses

     10,296,320  
        

Net investment income (loss)

     (1,751,350 )
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments

     (129,475,148 )

Foreign currency transactions

     (15,626 )
        

Net realized gain (loss)

     (129,490,774 )
        

Net change in unrealized appreciation (depreciation) on investments

     (402,574,863 )
        

Net realized and unrealized gain (loss)

     (532,065,637 )
        

Net increase (decrease) in net assets resulting from operations

   $ (533,816,987 )
        

 

The accompanying notes are an integral part of these financial statements.

 

FSC-14


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Franklin Small-Mid
Cap Growth
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income (loss)

   $ (1,751,350 )   $ (4,423,731 )

Net realized gain (loss) from investments and foreign currency transactions

     (129,490,774 )     130,378,262  

Net change in unrealized appreciation (depreciation) on investments

     (402,574,863 )     18,672,522  
        

Net increase (decrease) in net assets resulting from operations

     (533,816,987 )     144,627,053  
        

Distributions to shareholders from net realized gains:

    

Class 1

     (12,125,691 )     (9,661,762 )

Class 2

     (120,375,409 )     (90,011,100 )

Class 4

     (60,013 )      
        

Total distributions to shareholders

     (132,561,113 )     (99,672,862 )
        

Capital share transactions: (Note 2)

    

Class 1

     (2,123,859 )     (13,249,140 )

Class 2

     111,515       (6,848,695 )

Class 4

     4,733,324        
        

Total capital share transactions

     2,720,980       (20,097,835 )
        

Net increase (decrease) in net assets

     (663,657,120 )     24,856,356  

Net assets:

    

Beginning of year

     1,344,779,494       1,319,923,138  
        

End of year

   $ 681,122,374     $ 1,344,779,494  
        

Undistributed net investment income (loss) included in net assets:

    

End of year

   $ (20,106 )   $  
        

 

The accompanying notes are an integral part of these financial statements.

 

FSC-15


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Franklin Small-Mid Cap Growth Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Franklin Small-Mid Cap Growth Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. The Fund offers three classes of shares: Class 1, Class 2, and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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. Investments in open-end mutual funds are valued at the closing net asset value.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security 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. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Foreign Currency Translation

 

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust’s Board of Trustees.

 

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. Foreign Currency Contracts

 

When the Fund purchases or sells foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two

 

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Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Small-Mid Cap Growth Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

c. Foreign Currency Contracts (continued)

 

parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities.

 

d. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

e. Security Transactions, Investment Income, Expenses and Distributions

 

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

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

f. 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.

 

g. Guarantees and Indemnifications

 

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

 

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Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Small-Mid Cap Growth Securities Fund

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   227,516     $ 3,688,465     285,123     $ 6,820,258  

Shares issued in reinvestment of distributions

   606,588       12,125,691     402,909       9,661,762  

Shares redeemed

   (1,022,106 )     (17,938,015 )   (1,248,072 )     (29,731,160 )
        

Net increase (decrease)

   (188,002 )   $ (2,123,859 )   (560,040 )   $ (13,249,140 )
        
Class 2 Shares:                         

Shares sold

   5,946,940     $ 107,425,372     6,795,214     $ 159,505,591  

Shares issued in reinvestment of distributions

   6,173,098       120,375,409     3,827,003       90,011,100  

Shares redeemed

   (13,001,795 )     (227,689,266 )   (11,015,609 )     (256,365,386 )
        

Net increase (decrease)

   (881,757 )   $ 111,515     (393,392 )   $ (6,848,695 )
        
Class 4 Shares:                         

Shares sold

   307,835     $ 4,910,005      

Shares issued on reinvestment of distributions

   2,978       59,439      

Shares redeemed

   (16,519 )     (236,120 )    
                    

Net increase (decrease)

   294,294     $ 4,733,324      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Advisers, Inc. (Advisers)

   Investment manager

Franklin Templeton Services, LLC (FT Services)

   Administrative manager

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 Advisers based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets
0.550%   

Up to and including $500 million

0.450%   

Over $500 million, up to and including $1 billion

0.400%   

Over $1 billion, up to and including $1.5 billion

0.350%   

Over $1.5 billion, up to and including $6.5 billion

0.325%   

Over $6.5 billion, up to and including $11.5 billion

0.300%   

Over $11.5 billion, up to and including $16.5 billion

0.290%   

Over $16.5 billion, up to and including $19 billion

0.280%   

Over $19 billion, up to and including $21.5 billion

0.270%   

In excess of $21.5 billion

 

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Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Small-Mid Cap Growth Securities Fund

 

3. TRANSACTIONS WITH AFFILIATES (continued)

 

b. Administrative Fees

 

The Fund pays an administrative fee to FT Services of 0.25% per year of the average daily net assets of the Fund.

 

c. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.35% per year of its average daily net assets of each class. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 2.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

5. INCOME TAXES

 

For tax purposes, capital losses may be carried over to offset future capital gains, if any. At December 31, 2008, the Fund had tax basis capital losses of $76,601,785 expiring in 2016.

 

For tax purposes, realized capital losses and realized currency losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses and realized currency losses of $57,219,137 and $25,833, respectively.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from:

     

Ordinary income

   $    $ 6,620,243

Long term capital gain

     132,561,113      93,052,619
      
   $ 132,561,113    $ 99,672,862
      

 

At December 31, 2008, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows:

 

Cost of investments

   $ 795,540,217  
        

Unrealized appreciation

   $ 84,205,677  

Unrealized depreciation

     (198,306,962 )
        

Net unrealized appreciation (depreciation)

   $ (114,101,285 )
        

 

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Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Small-Mid Cap Growth Securities Fund

 

5. INCOME TAXES (continued)

 

Net investment income (loss) differs for financial statement and tax purposes primarily due to differing treatment of foreign currency transactions.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales and foreign currency transactions.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $602,868,276 and $746,869,936, respectively.

 

7. INVESTMENTS IN FRANKLIN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO

 

The Fund may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Advisers. Management fees paid by the Fund are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund.

 

8. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets carried at fair value:

 

     Level 1    Level 2    Level 3    Total

Assets:

           

Investments in Securities

   $ 680,269,119    $ 1,169,813    $    $ 681,438,932

 

9. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

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Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Small-Mid Cap Growth Securities Fund

 

 

10. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

 

 

ABBREVIATIONS

 

Selected Portfolio

ADR - American Depository Receipt

 

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Franklin Templeton Variable Insurance Products Trust

 

Franklin Small-Mid Cap Growth Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of

Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Small-Mid Cap Growth Securities Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

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Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Franklin Small-Mid Cap Growth Securities Fund

 

Under Section 852(b)(3)(C) of the Internal Revenue Code, the Fund designates the maximum amount allowable but no less than $132,561,113 as a long term capital gain dividend for the fiscal year ended December 31, 2008.

 

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FRANKLIN STRATEGIC INCOME SECURITIES FUND

 

This annual report for Franklin Strategic Income Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    Since
Inception
(7/1/99)

Average Annual Total Return

   -11.27%    +2.73%    +5.27%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -11.69%.

 

Total Return Index Comparison

for a Hypothetical $10,000 Investment (7/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Barclays Capital (BC) U.S. Aggregate Index and the Lipper Multi-Sector Income Funds Classification Average. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Sources: © 2009 Morningstar; Lipper Inc. Please see Index Descriptions following the Fund Summaries.

 

Franklin Strategic Income Securities Fund – Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

FSI-1


 

Fund Goals and Main Investments: Franklin Strategic Income Securities Fund seeks a high level of current income, with capital appreciation over the long term as a secondary goal. The Fund normally invests primarily to predominantly in U.S. and foreign debt securities, including those in emerging markets. Debt securities may be high yield and lower rated and include all varieties of fixed and floating rate income securities, including bonds, mortgage securities and other asset-backed and convertible securities.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. Compared with its benchmarks for the same period, the Fund underperformed the BC U.S. Aggregate Index’s +5.24% return, and performed better than the Lipper Multi-Sector Income Funds Classification Average’s -14.31% return.1

 

Economic and Market Overview

 

In 2008, economic conditions deteriorated. The Conference Board’s Consumer Confidence Index fell to an all-time low since it began in 1967 as the U.S. economy faltered and stock markets declined. The government’s abrupt conservatorship of Fannie Mae and Freddie Mac and the failure of several blue-chip banks and financial institutions roiled equity markets. Despite government interventions and massive emergency funding, the nation’s economic troubles were exacerbated as manufacturing activity weakened at its fastest pace in nearly 30 years and as home prices continued to fall. Jobless claims mounted and the unemployment rate rose to 7.2% by period-end.2 Economic growth, as measured by gross domestic product (GDP), rebounded from a 0.9% annualized rate in the first quarter of 2008 to a 2.8% annualized pace in the second quarter, largely due to strong exports and government spending. However, in the third and fourth quarters of 2008, GDP fell at annualized rates of 0.5% and an estimated 3.8%, reflecting a broad-based contraction in consumer spending, falling corporate profits and slowing export growth.

 

Oil prices soared to a record high in July, rising above $145 per barrel, before dramatically retreating to $45 by period-end. Many other commodities such as agricultural products and precious and base metals followed similar trends. Partially as a result of the steep price corrections, inflation declined significantly late in the review period, and

 

1. Sources: © 2009 Morningstar; Lipper Inc. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

2. Source: Bureau of Labor Statistics.

Fund Risks: Because the Fund invests in bonds and other debt obligations, its share price and yield will be affected by interest rate movements. Bond prices generally move in the opposite direction of interest rates. Thus, as prices of bonds in the Fund adjust to a rise in interest rates, the Fund’s share price may decline. High yield, lower-rated (junk) bonds generally have greater price swings and higher default risks than investment-grade bonds. Foreign investing, especially in emerging markets, involves additional risks, including currency fluctuations, economic instability, market volatility, and political and social developments. The Fund’s prospectus also includes a description of the main investment risks.

 

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December’s inflation rate was an annualized 0.1%.2 Core inflation, which excludes food and energy costs, rose at a 1.8% annual rate; this level was within the Federal Reserve Board’s (Fed’s) informal target range of 1.5%–2.0%.2 The core personal consumption expenditures price index reported a 12-month increase of 1.7%.3

 

A slowing economy and decelerating inflation prompted policymakers to further lower interest rates and enact stimulus plans. During the year under review, the Fed lowered the federal funds target rate to a range of 0% to 0.25% from 4.25% at the start of the reporting period. The Fed and U.S. Treasury Department also introduced new programs such as the Primary Dealer Credit Facility (PDCF) and the Troubled Asset Relief Program (TARP), which were intended to stimulate market liquidity.

 

Volatility remained high throughout the reporting period but intensified in the latter half of the year as stocks fluctuated wildly, Treasury prices soared and yields across the maturity spectrum plummeted. Investors drove the yield on the three-month Treasury bill to a multi-decade low, and LIBOR (London InterBank Offered Rate) rates, which banks charge one another for loans, jumped to record highs. Fixed income spreads were generally wide relative to Treasury yields over the period due to heightened market turbulence and risk aversion. The yield curve steepened and the spread between the two-year Treasury yield and the 10-year Treasury yield increased to 149 basis points (100 basis points equal one percentage point) at the end of December from 99 basis points at the beginning of the reporting period. The two-year Treasury bill yield fell from 3.05% to 0.76% over the 12-month period. Over the same period, the 10-year U.S. Treasury note yield fell from 4.04% to 2.25%.

 

Globally, lower interest rates from many central banks benefited long duration, developed government bonds. Additionally, a significant flight to quality favored a small group of developed country government bonds and currencies as investors indiscriminately sought to reduce risk. Several governments planned to cushion their economic slowdowns with increased government spending. In many of these countries, however, the downturn did not occur until late in the year and inflation remained elevated, which limited the extent of counter-cyclical response, particularly in Latin America. In Europe, the European Central Bank’s policy response remained two-pronged, including interest rate reductions and unprecedented and unlimited liquidity expansion to the banking system. However, the fiscal response was small and poorly coordinated across the region. Following several

 

3. Source: Bureau of Economic Analysis.

 

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Portfolio Breakdown

Franklin Strategic Income Securities Fund

Based on Total Net Assets

 

      12/31/08    12/31/07
Mortgages & Other Asset-Backed Bonds    21.9%    15.3%
High Yield Corporate Bonds    19.3%    25.7%
Investment-Grade Corporate Bonds & Preferred Securities    15.2%    6.2%
Floating Rate Bank Loans    11.3%    15.2%
Other International Bonds (non-$US)    9.1%    12.7%
U.S. Government & Agency Bonds*    8.0%    7.2%
Emerging Market Bonds ($US)    3.9%    1.7%
International Developed Country Bonds (non-$US)    2.2%    9.3%
Municipal Bonds    1.5%    0.0%
Convertible Securities    0.6%    2.9%
Short-Term Investments & Other Net Assets**    7.0%    3.8%

*As of 12/31/08, includes agency preferred stock and 1.9% in Treasury Inflation Protected Securities (TIPS). As of 12/31/07, includes 0.2% denominated in non-U.S. dollars and 0.9% in TIPS.

**Includes gains/losses on forward currency contracts. Does not include short-term foreign government securities.

 

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments.

 

years of rapid expansion, fueled by credit extension from European banks, many non-eurozone European countries’ imbalances were revealed. Some central and eastern European economies asked the International Monetary Fund for support.

 

Asia’s economic growth did not fall as sharply as in the U.S. and Europe. Current accounts remained relatively stable and actually improved for some net commodity importers such as South Korea. Asian countries largely did not face balance of payment pressure during the year. Furthermore, with substantial international reserves and favorable conditions from official financing sources, most had some ability to cushion the external shock. Authorities sought to take advantage of this flexibility through monetary and fiscal easing. The Asian banking sector seemed likely to come under some stress; however, it appeared fairly stable as banks have largely deleveraged since the 1997 financial crisis.

 

Investment Strategy

 

We allocate our investments among the various types of debt available based on our assessment of changing economic, global market, industry and issuer conditions. We use a top-down analysis of macroeconomic trends, combined with a bottom-up fundamental analysis of market sectors, industries and issuers, seeking to take advantage of varying sector reactions to economic events. For example, we may evaluate

 

FSI-4


business cycles, yield curves, country risk, and the relative interest rates among currencies, and values between and within markets. In selecting debt securities, we generally conduct our own analysis of the security’s intrinsic value rather than simply relying on the coupon rate or rating.

 

Manager’s Discussion

 

During the year under review, Franklin Strategic Income Securities Fund underperformed the BC U.S. Aggregate Index and performed better than the Lipper Multi-Sector Income Funds Classification Average. The Fund’s lower exposure to the more U.S. interest-rate sensitive fixed income sectors, such as U.S. Treasuries and mortgage-backed securities, constrained results relative to the BC U.S. Aggregate Index. These government and agency issues outperformed other fixed income sectors amid significant financial market volatility. The Fund’s reduced exposure to high yield corporate bonds, lower relative exposure to U.S. dollar-denominated emerging market sovereign bonds, and the positive impact from certain non-U.S. dollar-denominated government bond and forward currency positions helped performance compared to the Fund’s peers. This positive effect was somewhat offset by the negative impact of investments in noninvestment-grade bank loans and certain commercial mortgage-backed and asset-backed securities.

 

In this past year’s turbulent environment, one of the strongest performing asset categories was U.S. Treasury securities, due largely to a combination of investors’ flight to quality and expectations that a domestic recession would temper inflationary pressures. Nearly all fixed income spread sectors, those priced at a yield above government bonds to compensate for additional credit risk, underperformed government bonds as risk aversion rose and fundamental outlooks became more cautious. (As yields rise, prices and valuations decline.) With yields exceeding, in some cases significantly, the widest levels experienced over the past several decades, we sought to take advantage of dislocations across fixed income markets, particularly in sectors and securities that appeared to be driven more by fear and supply/demand imbalances than by longer-term fundamentals or relative value assessments.

 

With an upward move in longer-term U.S. interest rates early in the reporting period and expectations that inflation may moderate given a weakening domestic economy, we increased exposure to U.S. government securities (although overall exposure was less than 10% of total net assets at period-end). Within the more interest-rate sensitive sectors, we increased holdings in agency mortgage-backed securities

 

FSI-5


 

and commercial mortgage- and other asset-backed securities as valuations declined significantly. In particular, following the conservatorship of Fannie Mae and Freddie Mac and the government’s perceived backing of these entities’ debt and mortgage-backed securities, we found attractive the historically wide spreads on these issues. In other asset-backed sectors, we believed deterioration in the consumer and commercial sectors may pressure fundamentals and lead to increased delinquencies for such securitized issues; however, given the seniority of the Fund’s positions, we believe our securities have a significant asset cushion that should provide downside support while also offering yield premiums well above historical norms.

 

The corporate credit markets were severely impacted by events in September and October. The combination of the largest bankruptcy in U.S. history (Lehman Brothers), double-digit declines in global equity markets, the virtual freezing of the commercial paper and short-term bank lending markets, and an increasingly negative outlook for global economic growth pressured prices for corporate-related debt securities. However, by period-end, many observers believed that governments across the globe not only were pumping liquidity into the financial system but also were attempting to prevent the failure of any corporate issuer that could have widespread repercussions for the financial system. Consequently, we found what we believed were attractive values among major bank and finance-related corporate issuers that we assessed could be longer-term survivors but still offered yields and spreads that were historically cheap. We also found value in certain non-financial, investment-grade issuers that came to market with new issues priced at higher yield spreads compared with their outstanding issues.

 

Deteriorating fundamentals and a forced unwinding of positions from certain past buyers and owners of loans (e.g., hedge funds, investors in total return swaps that funded certain loan purchases, and market value collateralized loan obligations) caused the leveraged bank loan market to drop significantly during the Fund’s fiscal year. Although default rates rose and were expected to continue increasing into 2009, we believed price levels during the period were attractive given the senior, secured structure of loans purchased. Spreads for high yield corporate bonds similarly jumped beginning in October, reaching spread levels over U.S. Treasury securities of more than 1,900 basis points in December, the highest level in the more than 20-year history of this asset class’s existence.4 We found some value in the high yield market; however,

 

4. Source: Barclays Capital.

 

FSI-6


overall exposure to this asset class fell during the reporting period given declining prices and because we favored investment-grade corporate bonds. We reduced the Fund’s already modest exposure to convertible securities because investment opportunities in traditional corporate debt markets appeared more attractive to us on a risk-adjusted basis. We initiated small positions in certain municipal bond issuers, as absolute yields relative to U.S. Treasuries reached historically high levels.

 

After broad U.S. dollar depreciation in five of the past six calendar years, the dollar appreciated significantly against many currencies in 2008. This was largely due to a deleveraging, repatriation and risk reduction across currency markets, as well as increasingly negative outlooks for other developed and developing markets that began to be reflected in their currencies. Consequently, the Fund’s non-U.S. dollar holdings provided mixed results. The Fund’s holdings in several Asian and Latin American currencies declined on the U.S. dollar’s strength, but holdings in Japanese yen-denominated bonds and forward currency contracts performed well given the yen’s defensive strength during the period. Elsewhere, certain of our non-eurozone European positions depreciated in value; however, the Fund was hedged and net short in the euro, which helped performance as the euro declined significantly relative to the U.S. dollar during the period. The Fund was relatively underweighted versus historical levels in U.S. dollar-denominated emerging market debt throughout the period, although widening yield spreads in the period’s second half, largely based on perceived supply and demand imbalances, improved the relative value of certain developing market issuers. In particular, the Fund initiated a position in U.S. dollar-denominated Russian sovereign bonds during the period, given what we considered a supportive creditor outlook for Russia despite the country’s challenging economic and financial market outlook.

 

Thank you for your participation in Franklin Strategic Income Securities Fund. We look forward to serving your future investment needs.

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

FSI-7


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown below would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Franklin Strategic Income Securities Fund – Class 4

 

FSI-8


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

   Ending
Account
Value 12/31/08
   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 885.80    $ 4.55

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,020.31    $ 4.88

 

*Expenses are calculated using the most recent six-month annualized expense ratio for the Fund’s Class 4 shares (0.96%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

FSI-9


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Franklin Strategic Income Securities Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 12.78     $ 12.73     $ 12.43     $ 12.92     $ 12.16  
        

Income from investment operationsa:

          

Net investment incomeb

     0.69       0.73       0.69       0.65       0.67  

Net realized and unrealized gains (losses)

     (1.99 )     0.04       0.32       (0.44 )     0.51  
        

Total from investment operations

     (1.30 )     0.77       1.01       0.21       1.18  
        

Less distributions from:

          

Net investment income and net foreign currency gains

     (0.87 )     (0.68 )     (0.63 )     (0.60 )     (0.40 )

Net realized gains

     (0.03 )     (0.04 )     (0.08 )     (0.10 )     (0.02 )
        

Total distributions

     (0.90 )     (0.72 )     (0.71 )     (0.70 )     (0.42 )
        

Net asset value, end of year

   $ 10.58     $ 12.78     $ 12.73     $ 12.43     $ 12.92  
        

Total returnc

     (11.03)%       6.20%       8.51%       1.73%       10.01%  

Ratios to average net assets

          

Expensesd

     0.61%       0.62%       0.62%       0.66%       0.66%  

Net investment income

     5.83%       5.72%       5.51%       5.21%       5.45%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 903,358     $ 1,086,850     $ 902,071     $ 740,352     $ 571,067  

Portfolio turnover rate

     47.68%       46.88%       47.88%       40.56%       50.21%  

Portfolio turnover rate excluding mortgage dollar rollse

     47.68%       46.43%       44.58%       40.07%       38.39%  

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

eSee Note 1(e) regarding mortgage dollar rolls.

 

The accompanying notes are an integral part of these financial statements.

 

FSI-10


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Strategic Income Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 12.60     $ 12.56     $ 12.27     $ 12.78     $ 12.05  
        

Income from investment operationsa:

          

Net investment incomeb

     0.65       0.69       0.65       0.61       0.63  

Net realized and unrealized gains (losses)

     (1.96 )     0.05       0.31       (0.44 )     0.51  
        

Total from investment operations

     (1.31 )     0.74       0.96       0.17       1.14  
        

Less distributions from:

          

Net investment income and net foreign currency gains

     (0.85 )     (0.66 )     (0.59 )     (0.58 )     (0.39 )

Net realized gains

     (0.03 )     (0.04 )     (0.08 )     (0.10 )     (0.02 )
        

Total distributions

     (0.88 )     (0.70 )     (0.67 )     (0.68 )     (0.41 )
        

Net asset value, end of year

   $ 10.41     $ 12.60     $ 12.56     $ 12.27     $ 12.78  
        

Total returnc

     (11.24)%       5.91%       8.24%       1.46%       9.80%  

Ratios to average net assets

          

Expensesd

     0.86%       0.87%       0.87%       0.91%       0.91%  

Net investment income

     5.58%       5.47%       5.26%       4.96%       5.20%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 33,155     $ 24,613     $ 11,753     $ 19,514     $ 4,657  

Portfolio turnover rate

     47.68%       46.88%       47.88%       40.56%       50.21%  

Portfolio turnover rate excluding mortgage dollar rollse

     47.68%       46.43%       44.58%       40.07%       38.39%  

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

eSee Note 1(e) regarding mortgage dollar rolls.

 

The accompanying notes are an integral part of these financial statements.

 

FSI-11


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Strategic Income Securities Fund

 

     Period Ended
December 31,
2008
a
 
Class 4       

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 12.84  
        

Income from investment operationsb:

  

Net investment incomec

     0.53  

Net realized and unrealized gains (losses)

     (1.93 )
        

Total from investment operations

     (1.40 )
        

Less distributions from:

  

Net investment income and net foreign currency gains

     (0.87 )

Net realized gains

     (0.03 )
        

Total distributions

     (0.90 )
        

Net asset value, end of period

   $ 10.54  
        

Total returnd

     (11.69)%  

Ratios to average net assetse

  

Expensesf

     0.96%  

Net investment income

     5.48%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 59,766  

Portfolio turnover rate

     47.68%  

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

 

The accompanying notes are an integral part of these financial statements.

 

FSI-12


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Franklin Strategic Income Securities Fund    Country/
Organization
     Shares      Value

Convertible Preferred Stocks 0.4%

            

Banks 0.0%a

            

Fannie Mae, 8.75%, cvt. pfd.

   United States      44,000      $ 46,200
                

Diversified Financials 0.1%

            

Affiliated Managers Group Inc., 5.10%, cvt. pfd.

   United States      62,000            1,150,875
                

Pharmaceuticals, Biotechnology & Life Sciences 0.3%

            

Schering-Plough Corp., 6.00%, cvt. pfd.

   United States      15,000        2,595,027
                

Total Convertible Preferred Stocks (Cost $8,138,838)

               3,792,102
                

Preferred Stocks 0.0%a

            

Banks 0.0%a

            

Freddie Mac, 8.375%, pfd., Z

   United States      70,000        27,300
                

Diversified Financials 0.0%a

            

iPreferred Blocker Inc., 9.00%, pfd., 144A

   United States      804        285,420
                

Total Preferred Stocks (Cost $2,035,420)

               312,720
                
            Principal
Amountb
      

c,dSenior Floating Rate Interests 11.3%

            

Automobiles & Components 0.2%

            

eDayco Products LLC (Mark IV), Replacement Term Loan, 6.75%, 6/23/11

   United States      910,082        310,945

Key Safety Systems Inc., Term Loan B, 2.721% - 6.753%, 3/10/14

   United States      284,925        148,873

TRW Automotive Inc., Tranche B-1 Term Loan, 4.625% - 5.813%, 2/09/14

   United States      2,642,525        1,773,135
                
               2,232,953
                

Capital Goods 0.7%

            

eAmsted Industries Inc.,
Delayed Draw, 3.46% - 4.506%, 4/05/13

   United States      1,553,770        955,568

Term Loan B, 3.46% - 6.82%, 4/05/13

   United States      229,172        140,941

eBaldor Electric Co., Term Loan B, 2.25% - 5.25%, 1/31/14

   United States      812,532        691,329

Hawker Beechcraft Inc.,
Synthetic L/C, 5.762%, 3/26/14

   United States      70,951        37,285

Term Loan B, 2.461% - 3.459%, 3/26/14

   United States      1,208,304        634,963

eOshkosh Truck Corp., Term Loan B, 1.97% - 3.70%, 12/06/13

   United States      4,778,712        2,812,466

eRBS Global Inc. (Rexnord Corp.), Term Loan, 4.39% - 7.003%, 7/22/13

   United States      1,480,000        1,073,000

TransDigm Inc., Term Loan B, 3.498%, 6/23/13

   United States      780,000        629,070
                
               6,974,622
                

Commercial & Professional Services 0.9%

            

ARAMARK Corp.,
Synthetic L/C, 2.427%, 1/26/14

   United States      352,307        291,865

Term Loan B, 3.334%, 1/26/14

   United States      5,545,547        4,594,142

fEnviroSolutions Inc., Initial Term Loan, PIK, 10.50%, 7/07/12

   United States      1,601,889        1,041,228

Nielsen Finance LLC (VNU Inc.), Dollar Term Loan, 3.82% - 4.388%, 8/09/13

   United States      3,826,432        2,604,365
                
               8,531,600
                

Consumer Durables & Apparel 0.6%

            

eJarden Corp.,
Term Loan B1, 3.209%, 1/24/12

   United States      1,533,552        1,153,231

Term Loan B2, 3.209%, 1/24/12

   United States      2,759,447        2,075,104

Jostens IH Corp. (Visant Holding Corp.), Term Loan C, 5.171%, 12/21/11

   United States      1,650,997        1,386,837

The William Carter Co., Term Loan B, 1.961% - 4.92%, 7/14/12

   United States      1,637,560        1,350,987
                
               5,966,159
                

 

FSI-13


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Strategic Income Securities Fund    Country/
Organization
     Principal
Amount
b
     Value

c,dSenior Floating Rate Interests (continued)

            

Consumer Services 1.3%

            

Affinion Group Inc., Term Loan B, 3.959% - 4.673%, 10/17/12

   United States      2,239,676      $ 1,562,174

eEducation Management LLC, Term Loan C, 3.25%, 6/01/13

   United States      4,645,298        2,954,409

eKuilima Resort Co. (Turtle Bay), First Lien Term Loan, 10.75%, 9/30/10

   United States      4,578,412        1,350,632

Penn National Gaming Inc., Term Loan B, 2.21% - 5.89%, 10/03/12

   United States      3,684,648        2,994,801

eVML U.S. Finance LLC (Venetian Macau),
Delayed Draw, 2.72%, 5/25/12

   Macau      2,638,530        1,281,336

New Project Term Loans, 2.72%, 5/25/13

   Macau      1,585,917        770,161

Term Loan B, 2.72%, 5/25/13

   Macau      4,400,111        2,136,804
                
                 13,050,317
                

Diversified Financials 0.3%

            

Nuveen Investments Inc., Term Loan B, 3.461% - 4.466%, 11/13/14

   United States      2,819,230        1,117,120

TD Ameritrade Holding Corp., Term Loan B, 2.38%, 12/31/12

   United States      2,618,539        2,210,212
                
               3,327,332
                

Energy 0.2%

            

Citgo Petroleum Corp., Term Loan B, 1.836%, 11/15/12

   United States      2,255,429        1,313,787

Dresser Inc., Term Loan B, 2.711% - 4.486%, 5/04/14

   United States      698,051        442,390
                
               1,756,177
                

Food, Beverage & Tobacco 0.6%

            

Constellation Brands Inc., Term Loan B, 2.938% - 3.688%, 6/05/13

   United States      2,718,676        2,414,524

eDean Foods Co., Term Loan B, 1.97% - 2.96%, 4/02/14

   United States      4,052,313        3,425,652
                
               5,840,176
                

Health Care Equipment & Services 1.7%

            

Carestream Health Inc., Term Loan, 5.42%, 4/30/13

   United States      501,055        302,512

Community Health Systems Inc.,
gDelayed Draw Term Loan, 3.404%, 7/25/14

   United States      116,398        91,199

Term Loan, 4.439% - 4.446%, 7/25/14

   United States      6,826,503        5,348,565

eDaVita Inc., Term Loan B-1, 1.97% - 6.32%, 10/05/12

   United States      1,711,507        1,504,293

DJO Finance LLC, Term Loan B, 3.461% - 4.459%, 5/20/14

   United States      1,469,419        1,043,287

eFresenius Medical Care Holdings Inc., Term Loan B, 2.841% - 6.125%, 3/31/13

   United States      2,662,256        2,316,163

HCA Inc.,
Term Loan A-1, 3.459%, 11/19/12

   United States      1,996,875        1,694,847

Term Loan B-1, 3.709%, 11/18/13

   United States      3,604,996        2,850,200

eLifePoint Hospitals Inc., Term Loan B, 3.821%, 4/15/12

   United States      1,521,180        1,280,643
                
               16,431,709
                

Materials 1.2%

            

Celanese U.S. Holdings LLC, Dollar Term Loan, 5.553%, 4/02/14

   United States      2,487,125        1,709,898

Georgia-Pacific LLC,
Additional Term Loan, 2.581% - 4.189%, 12/20/12

   United States      565,292        464,482

Term Loan B, 2.081% - 4.189%, 12/20/12

   United States      3,659,356        3,006,772

Hexion Specialty Chemicals BV, Term Loan C-2, 3.75%, 5/03/13

   Netherlands      599,635        252,446

Hexion Specialty Chemicals Inc., Term Loan C-1, 6.188%, 5/03/13

   United States      2,767,465        1,165,103

Huntsman International LLC, Term Loan B, 2.221%, 4/21/14

   United States      471,429        293,464

Lyondell Chemical Co., Tranche B-1, 7.00%, 12/20/14

   United States      897,733        404,752

Nalco Co., Term Loan B, 2.25% - 5.313%, 11/04/10

   United States      2,156,300        1,959,538

Rockwood Specialties Group Inc., Term Loan E, 3.546%, 7/30/12

   United States      2,725,673        2,212,663
                
               11,469,118
                

Media 1.7%

            

CSC Holdings Inc. (Cablevision), Incremental Term Loan, 2.945%, 3/29/13

   United States      3,219,117        2,761,735

eDex Media West LLC, Term Loan B, 7.00% - 7.42%, 10/24/14

   United States      3,511,153        1,536,129

 

FSI-14


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Strategic Income Securities Fund    Country/
Organization
     Principal
Amount
b
     Value

c,dSenior Floating Rate Interests (continued)

            

Media (continued)

            

DIRECTV Holdings LLC, Term Loan B, 1.961%, 4/13/13

   United States      1,153,574      $       1,012,982

Idearc Inc., Term Loan B, 2.47% - 3.46%, 11/17/14

   United States      4,347,688        1,372,626

MCC Iowa,
Tranche D-1 Term Loan, 2.20%, 1/31/15

   United States      867,272        573,267

Tranche D-2 Term Loan, 2.20%, 1/31/15

   United States      841,428        556,184

Metro-Goldwyn-Mayer Inc., Term Loan B, 3.711% - 4.709%, 4/08/12

   United States      1,991,300        851,281

Regal Cinemas Corp., Term Loan, 3.209%, 10/27/13

   United States      3,812,031        2,803,963

e,hTribune Co., Incremental Term Loan, 5.25%, 5/14/14

   United States      4,682,135        909,116

Univision Communications Inc., Initial Term Loan, 2.711%, 9/29/14

   United States      5,130,000        2,108,999

eUPC Financing Partnership, Term Loan N, 3.181%, 12/31/14

   Netherlands      4,285,416        2,892,656
                
               17,378,938
                

Real Estate 0.1%

            

Capital Automotive REIT, Term Loan B, 3.19%, 12/15/10

   United States      3,163,963        1,306,717
                

Semiconductors & Semiconductor Equipment 0.1%

            

Fairchild Semiconductor Corp., Initial Term Loan, 2.959%, 6/26/13

   United States      883,192        585,114
                

Software & Services 0.7%

            

Affiliated Computer Services Inc.,
Additional Term Loan, 2.471% - 3.899%, 3/20/13

   United States      3,137,874        2,682,882

Term Loan B, 2.471%, 3/20/13

   United States      326,760        279,380

Dealer Computer Services Inc. (Reynolds & Reynolds), First Lien
Term Loan, 2.461%, 10/26/12

   United States      2,931,454        1,414,427

eSunGard Data Systems Inc., New U.S. Term Loan, 3.575% - 4.138%, 2/28/14

   United States      4,213,250        2,911,355
                
               7,288,044
                

Technology Hardware & Equipment 0.2%

            

Flextronics International USA Inc.,
Term Loan A, 6.133% - 7.069%, 10/01/14

   United States      1,733,203        1,115,026

Term Loan A-1, 7.069%, 10/01/14

   United States      498,063        320,421
                
               1,435,447
                

Telecommunication Services 0.5%

            

Alltel Communications Inc., Term Loan B-3, 3.939%, 5/18/15

   United States      1,057,080        1,042,380

Hawaiian Telecom Communications Inc., Term Loan C, 4.50%, 6/01/14

   United States      1,399,135        544,664

Windstream Corp., Tranche B-1, 6.05%, 7/17/13

   United States      3,264,458        2,800,634
                
               4,387,678
                

Transportation 0.1%

            

Avis Budget Car Rental LLC, Term Loan, 7.17%, 4/19/12

   United States      2,606,587        1,029,602
                

Utilities 0.2%

            

NRG Energy Inc.,
Credit Link, 1.359%, 2/01/13

   United States      890,930        777,114

Term Loan, 1.961% - 2.959%, 2/01/13

   United States      1,808,083        1,577,100
                
               2,354,214
                

Total Senior Floating Rate Interests (Cost $156,394,991)

               111,345,917
                

Corporate Bonds 34.6%

            

Automobiles & Components 0.6%

            

Ford Motor Credit Co. LLC, senior note,
5.80%, 1/12/09

   United States      2,200,000        2,193,776

9.875%, 8/10/11

   United States      3,500,000        2,583,354

 

FSI-15


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Strategic Income Securities Fund    Country/
Organization
     Principal
Amount
b
    Value

Corporate Bonds (continued)

         

Automobiles & Components (continued)

         

iTRW Automotive Inc., senior note, 144A, 7.25%, 3/15/17

   United States      2,900,000     $   1,493,500
             
            6,270,630
             

Banks 1.8%

         

i,jBNP Paribas, 144A, 7.195%, Perpetual

   France      3,500,000       2,229,868

Citigroup Capital XXI, pfd., junior sub. bond, 8.30%, 12/21/77

   United States      4,300,000       3,332,163

HSBC Holdings PLC, sub. note, 6.50%, 9/15/37

   United Kingdom      3,500,000       3,566,171

Svensk Exportkredit AB, senior note, 7.625%, 6/30/14

   Sweden      1,335,000  NZD     840,072

UBS AG Stamford, senior note, 5.875%, 12/20/17

   United States      3,500,000       3,220,693

Wells Fargo & Co., senior note, 5.625%, 12/11/17

   United States      1,500,000       1,567,661

jWells Fargo Capital XIII, pfd., 7.70%, Perpetual

   United States      2,900,000       2,395,435

jWells Fargo Capital XV, pfd., 9.75%, Perpetual

   United States      600,000       606,565
             
            17,758,628
             

Capital Goods 1.3%

         

iAllison Transmission Inc., senior note, 144A, 11.00%, 11/01/15

   United States      2,700,000       1,336,500

DRS Technologies Inc., senior sub. note, 7.625%, 2/01/18

   United States      2,300,000       2,311,500

L-3 Communications Corp., senior sub. note,
5.875%, 1/15/15

   United States      2,000,000       1,810,000

6.375%, 10/15/15

   United States      400,000       376,000

Nortek Inc., senior note, 10.00%, 12/01/13

   United States      300,000       205,500

RBS Global & Rexnord Corp., senior note, 9.50%, 8/01/14

   United States      2,900,000       2,175,000

RSC Equipment Rental Inc., senior note, 9.50%, 12/01/14

   United States      2,900,000       1,609,500

Terex Corp., senior sub. note, 8.00%, 11/15/17

   United States      2,800,000       2,394,000

TransDigm Inc., senior sub. note, 7.75%, 7/15/14

   United States      500,000       412,500
             
            12,630,500
             

Commercial & Professional Services 0.8%

         

Allied Waste North America Inc., senior secured note, 6.875%, 6/01/17

   United States      1,600,000       1,490,306

ARAMARK Corp., senior note, 8.50%, 2/01/15

   United States      2,900,000       2,639,000

Iron Mountain Inc., senior sub. note, 8.75%, 7/15/18

   United States      1,500,000       1,301,250

JohnsonDiversey Holdings Inc., senior disc. note, 10.67%, 5/15/13

   United States      900,000       634,500

JohnsonDiversey Inc., senior sub. note, B, 9.625%, 5/15/12

   United States      1,900,000       1,567,500
             
            7,632,556
             

Consumer Durables & Apparel 0.8%

         

D.R. Horton Inc., senior note, 6.50%, 4/15/16

   United States      3,000,000       1,905,000

Jarden Corp., senior sub. note, 7.50%, 5/01/17

   United States      2,900,000       1,993,750

Jostens IH Corp., senior sub. note, 7.625%, 10/01/12

   United States      2,500,000       2,062,500

KB Home, senior note,
6.25%, 6/15/15

   United States      1,800,000       1,107,000

7.25%, 6/15/18

   United States      1,000,000       590,000
             
            7,658,250
             

Consumer Services 1.2%

         

iFontainebleau Las Vegas, 144A, 10.25%, 6/15/15

   United States      2,500,000       256,250

Host Hotels & Resorts LP, senior note,

         

6.875%, 11/01/14

   United States      200,000       155,000

K, 7.125%, 11/01/13

   United States      2,400,000       1,944,000

M, 7.00%, 8/15/12

   United States      1,100,000       937,750

MGM MIRAGE, senior note, 6.625%, 7/15/15

   United States      5,000,000       3,075,000

Pinnacle Entertainment Inc., senior sub. note,
8.25%, 3/15/12

   United States      200,000       153,000

 

FSI-16


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Strategic Income Securities Fund    Country/
Organization
     Principal
Amount
b
    Value

Corporate Bonds (continued)

         

Consumer Services (continued)

         

Pinnacle Entertainment Inc., senior sub. note (continued)
8.75%, 10/01/13

   United States      2,200,000     $ 1,749,000

Royal Caribbean Cruises Ltd., senior deb., 7.25%, 3/15/18

   United States      3,500,000       1,802,500

Starwood Hotels & Resorts Worldwide Inc., 6.75%, 5/15/18

   United States      3,200,000       1,776,737

Station Casinos Inc.,
senior note, 6.00%, 4/01/12

   United States      700,000       143,500

senior note, 7.75%, 8/15/16

   United States      700,000       136,500

senior sub. note, 6.50%, 2/01/14

   United States      300,000       18,750

senior sub. note, 6.875%, 3/01/16

   United States      1,000,000       62,500
             
              12,210,487
             

Diversified Financials 4.0%

         

American Express Co., senior note, 7.00%, 3/19/18

   United States      3,000,000       3,038,538

American Express Credit Corp., senior note, C, 7.30%, 8/20/13

   United States      1,200,000       1,229,504

Bank of America Corp.,
jpfd., sub. bond, M, 8.125%, Perpetual

   United States      5,000,000       3,746,250

senior note, 5.65%, 5/01/18

   United States      1,500,000       1,511,613

iBAT International Finance PLC, senior note, 144A, 9.50%, 11/15/18

   United Kingdom      1,800,000       1,997,041

Capmark Financial Group Inc., senior note, 6.30%, 5/10/17

   United States      1,800,000       495,625

Citigroup Inc., senior note, 6.125%, 11/21/17

   United States      1,800,000       1,822,061

General Electric Capital Corp., senior note, A, 8.50%, 4/06/18

   United States      64,000,000   MXN     3,833,327

iGMAC LLC,
7.25%, 3/02/11, senior note, 144A

   United States      1,583,000       1,361,064

6.875%, 9/15/11, senior note, 144A

   United States      1,076,000       882,030

6.875%, 8/28/12, senior note, 144A

   United States      1,139,000       874,934

The Goldman Sachs Group Inc., sub. note, 6.75%, 10/01/37

   United States      4,500,000       3,663,544

JPMorgan Chase & Co.,
6.00%, 1/15/18

   United States      1,500,000       1,586,051

jjunior sub. note, 1, 7.90%, Perpetual

   United States      1,800,000       1,501,247

JPMorgan Chase Capital XXII, sub. bond, 6.45%, 2/02/37

   United States      5,000,000       4,109,220

hLehman Brothers Holdings Inc., senior note, 6.20%, 9/26/14

   United States      5,500,000       550,000

Merrill Lynch & Co. Inc., senior note, 6.40%, 8/28/17

   United States      3,500,000       3,512,299

Morgan Stanley, senior note, 6.00%, 4/28/15

   United States      4,500,000       3,961,909
             
            39,676,257
             

Energy 3.6%

         

Baker Hughes Inc., senior note, 7.50%, 11/15/18

   United States      2,800,000       3,109,747

Canadian Natural Resources Ltd., 5.90%, 2/01/18

   Canada      3,500,000       3,029,012

Chesapeake Energy Corp., senior note,
7.625%, 7/15/13

   United States      700,000       605,500

6.625%, 1/15/16

   United States      100,000       79,500

6.25%, 1/15/18

   United States      3,300,000       2,458,500

7.25%, 12/15/18

   United States      300,000       235,500

Compagnie Generale de Geophysique-Veritas, senior note,
7.50%, 5/15/15

   France      2,000,000       1,250,000

7.75%, 5/15/17

   France      900,000       526,500

Copano Energy LLC, senior note, 8.125%, 3/01/16

   United States      2,900,000       2,117,000

El Paso Corp., senior note, 12.00%, 12/12/13

   United States      2,600,000       2,606,500

iKazmunaigaz Finance SUB BV, 144A, 9.125%, 7/02/18

   Kazakhstan      2,400,000       1,572,000

Mariner Energy Inc., senior note, 7.50%, 4/15/13

   United States      2,900,000       1,870,500

MarkWest Energy Partners LP, senior note, 6.875%, 11/01/14

   United States      3,200,000       2,032,000

iPetroplus Finance Ltd., senior note, 144A, 6.75%, 5/01/14

   Switzerland      3,200,000       2,048,000

 

FSI-17


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Strategic Income Securities Fund    Country/
Organization
     Principal
Amount
b
     Value

Corporate Bonds (continued)

            

Energy (continued)

            

Plains Exploration & Production Co., senior note, 7.625%, 6/01/18

   United States      3,200,000      $ 2,208,000

Quicksilver Resources Inc., senior note, 8.25%, 8/01/15

   United States      2,800,000        1,792,000

iSandRidge Energy Inc., senior note, 144A, 8.00%, 6/01/18

   United States      2,900,000        1,624,000

Tesoro Corp., senior note, 6.50%, 6/01/17

   United States      3,800,000        2,104,250

Weatherford International Ltd., senior note, 6.00%, 3/15/18

   United States      3,000,000        2,523,501

The Williams Cos. Inc., senior note,
7.625%, 7/15/19

   United States      1,000,000        782,540

7.875%, 9/01/21

   United States      1,600,000        1,226,190

8.75%, 3/15/32

   United States      600,000        447,908
                
                 36,248,648
                

Food & Staples Retailing 0.4%

            

The Kroger Co.,
6.15%, 1/15/20

   United States      2,000,000        1,977,148

senior note, 7.50%, 1/15/14

   United States      1,600,000        1,683,672
                
               3,660,820
                

Food, Beverage & Tobacco 1.9%

            

Altria Group Inc., senior note, 9.70%, 11/10/18

   United States      2,900,000        3,139,447

Bottling Group LLC, senior note, 6.95%, 3/15/14

   United States      2,800,000        3,043,578

iCargill Inc., 144A,
5.20%, 1/22/13

   United States      500,000        458,454

6.00%, 11/27/17

   United States      2,000,000        1,796,272

Dean Foods Inc., senior note, 7.00%, 6/01/16

   United States      2,000,000        1,710,000

Diageo Capital PLC, senior note, 7.375%, 1/15/14

   United Kingdom      1,200,000        1,310,280

Philip Morris International Inc., 5.65%, 5/16/18

   United States      2,900,000        2,880,033

Reynolds American Inc., senior secured note, 7.625%, 6/01/16

   United States      2,900,000        2,418,374

Smithfield Foods Inc., senior note, 7.75%,
5/15/13

   United States      1,500,000        971,250

7/01/17

   United States      1,200,000        690,000
                
               18,417,688
                

Health Care Equipment & Services 2.4%

            

Coventry Health Care Inc., senior note,
6.30%, 8/15/14

   United States      1,500,000        918,819

5.95%, 3/15/17

   United States      1,300,000        678,662

DaVita Inc., senior sub. note, 7.25%, 3/15/15

   United States      3,200,000        3,056,000

FMC Finance III SA, senior note, 6.875%, 7/15/17

   Germany      2,500,000        2,350,000

HCA Inc.,
senior note, 6.50%, 2/15/16

   United States      800,000        496,000

senior secured note, 9.125%, 11/15/14

   United States      4,000,000        3,720,000

Medco Health Solutions Inc., 7.125%, 3/15/18

   United States      2,500,000        2,314,008

Quest Diagnostics Inc., 6.40%, 7/01/17

   United States      2,800,000        2,577,019

Tenet Healthcare Corp., senior note,
6.375%, 12/01/11

   United States      2,300,000        1,788,250

9.875%, 7/01/14

   United States      600,000        486,000

c,fU.S. Oncology Holdings Inc., senior note, PIK, FRN, 8.334%, 3/15/12

   United States      3,116,212        1,994,376

fUnited Surgical Partners International Inc., senior sub. note, PIK, 9.25%, 5/01/17

   United States      2,600,000        1,612,000

Vanguard Health Holding Co. II LLC, senior sub. note, 9.00%, 10/01/14

   United States      2,700,000        2,268,000
                
               24,259,134
                

Household & Personal Products 0.4%

            

The Procter and Gamble Co., 4.60% 1/15/14

   United States      3,600,000        3,776,677
                

 

FSI-18


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Strategic Income Securities Fund    Country/
Organization
     Principal
Amount
b
     Value

Corporate Bonds (continued)

            

Insurance 0.3%

            

c,iMetLife Capital Trust X, secured bond, 144A, FRN, 9.25%, 4/08/68

   United States      800,000      $      559,107

MetLife Inc.,
cjunior sub. note, FRN, 6.40%, 12/15/66

   United States      2,000,000        1,213,733

senior note, A, 6.817%, 8/15/18

   United States      1,000,000        954,042
                
               2,726,882
                

Materials 2.4%

            

Crown Americas Inc., senior note, 7.75%, 11/15/15

   United States      3,200,000        3,200,000

Freeport-McMoRan Copper & Gold Inc., senior note,

            

8.25%, 4/01/15

   United States      800,000        689,750

8.375%, 4/01/17

   United States      2,900,000        2,381,294

Huntsman International LLC, senior sub. note, 7.875%, 11/15/14

   United States      2,300,000        1,242,000

iIneos Group Holdings PLC, senior secured note, 144A, 8.50%, 2/15/16

   United Kingdom      3,200,000        304,000

iMacDermid Inc., senior sub. note, 144A, 9.50%, 4/15/17

   United States      2,700,000        1,417,500

Nalco Co., senior sub. note, 8.875%, 11/15/13

   United States      2,900,000        2,465,000

NewPage Corp., senior secured note, 10.00%, 5/01/12

   United States      2,900,000        1,290,500

Novelis Inc., senior note, 7.25%, 2/15/15

   Canada      3,500,000        2,047,500

Owens-Brockway Glass Container Inc., senior note, 6.75%, 12/01/14

   United States      2,800,000        2,590,000

Rio Tinto Finance USA Ltd., 5.875%, 7/15/13

   Australia      4,300,000        3,428,214

RPM International Inc., 6.50%, 2/15/18

   United States      2,800,000        2,540,905

Smurfit Kappa Funding PLC, senior sub. note, 7.75%, 4/01/15

   Ireland      900,000        495,000
                
               24,091,663
                

Media 3.8%

            

iBritish Sky Broadcasting Group PLC, senior note, 144A, 6.10%, 2/15/18

   United Kingdom      3,500,000        2,878,582

CanWest Media Inc., senior sub. note, 8.00%, 9/15/12

   Canada      2,700,000        1,201,500

CCH I LLC, senior secured note, 11.00%, 10/01/15

   United States      1,400,000        252,000

CCH II LLC, senior note, 10.25%, 9/15/10

   United States      3,700,000        1,720,500

Comcast Corp., senior note, 6.30%, 11/15/17

   United States      3,600,000        3,510,428

CSC Holdings Inc.,
senior deb., 7.625%, 7/15/18

   United States      2,100,000        1,648,500

senior note, 6.75%, 4/15/12

   United States      300,000        276,000

Dex Media Inc., B, 8.00%, 11/15/13

   United States      400,000        76,000

Dex Media West Finance, senior sub. note, 9.875%, 8/15/13

   United States      2,200,000        528,000

DIRECTV Holdings LLC, senior note, 7.625%, 5/15/16

   United States      2,700,000        2,632,500

EchoStar DBS Corp., senior note,

            

6.375%, 10/01/11

   United States      2,900,000        2,704,250

7.125%, 2/01/16

   United States      1,400,000        1,176,000

Idearc Inc., senior note, 8.00%, 11/15/16

   United States      3,400,000        272,000

Lamar Media Corp., senior sub. note,

            

7.25%, 1/01/13

   United States      2,800,000        2,247,000

B, 6.625%, 8/15/15

   United States      400,000        291,000

Liberty Media Corp., senior note, 5.70%, 5/15/13

   United States      3,000,000        1,981,731

LIN Television Corp., senior sub. note, 6.50%, 5/15/13

   United States      2,700,000        1,302,750

Quebecor Media Inc., senior note, 7.75%, 3/15/16

   Canada      2,900,000        1,972,000

R.H. Donnelley Corp., senior disc. note, A-1, 6.875%, 1/15/13

   United States      300,000        42,000

senior disc. note, A-2, 6.875%, 1/15/13

   United States      800,000        112,000

senior note, A-3, 8.875%, 1/15/16

   United States      900,000        139,500

Radio One Inc., senior sub. note, 6.375%, 2/15/13

   United States      2,800,000        959,000

Time Warner Cable Inc., senior note,

            

8.25%, 2/14/14

   United States      1,100,000        1,117,061

6.75%, 7/01/18

   United States      3,200,000        3,086,262

Time Warner Inc., 5.875%, 11/15/16

   United States      3,500,000        3,142,475

 

FSI-19


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Strategic Income Securities Fund    Country/
Organization
     Principal
Amount
b
     Value

Corporate Bonds (continued)

            

Media (continued)

            

f,iUnivision Communications Inc., senior note, 144A, PIK, 9.75%, 3/15/15

   United States      3,300,000      $ 429,000

Viacom Inc., senior note, 6.875%, 4/30/36

   United States      3,300,000        2,614,838
                
                 38,312,877
                

Real Estate 0.1%

            

Forest City Enterprises Inc., senior note, 7.625%, 6/01/15

   United States      2,600,000        923,000
                

Retailing 0.4%

            

Dollar General Corp., senior note, 10.625%, 7/15/15

   United States      2,700,000        2,592,000

Michaels Stores Inc., senior note, 10.00%, 11/01/14

   United States      3,300,000        1,518,000
                
               4,110,000
                

Semiconductors & Semiconductor Equipment 0.1%

            

Freescale Semiconductor Inc., senior note, 8.875%, 12/15/14

   United States      1,800,000        801,000
                

Software & Services 0.3%

            

SunGard Data Systems Inc.,
senior note, 9.125%, 8/15/13

   United States      1,600,000        1,392,000

senior sub. note, 10.25%, 8/15/15

   United States      1,900,000        1,263,500
                
               2,655,500
                

Technology Hardware & Equipment 0.4%

            

Celestica Inc., senior sub. note,
7.875%, 7/01/11

   Canada      1,500,000        1,372,500

7.625%, 7/01/13

   Canada      1,400,000        1,155,000

iNortel Networks Ltd., senior note, 144A, 10.75%, 7/15/16

   Canada      2,700,000        592,745

Sanmina-SCI Corp.,
c,isenior note, 144A, FRN, 4.746%, 6/15/14

   United States      500,000        272,500

senior sub. note, 6.75%, 3/01/13

   United States      2,300,000        1,000,500
                
               4,393,245
                

Telecommunication Services 3.6%

            

iAmerican Tower Corp., senior note, 144A, 7.00%, 10/15/17

   United States      2,700,000        2,416,500

AT&T Corp., senior note, 6.70%, 11/15/13

   United States      3,600,000        3,851,285

iDigicel Group Ltd., senior note, 144A, 8.875%, 1/15/15

   Jamaica      2,900,000        1,899,500

Embarq Corp., senior note, 7.082%, 6/01/16

   United States      2,500,000        1,927,567

Inmarsat Finance PLC, senior note, 10.375%, 11/15/12

   United Kingdom      2,800,000        2,495,500

Intelsat Bermuda Ltd., senior note, 11.25%, 6/15/16

   Bermuda      700,000        640,500

iIntelsat Subsidiary Holding Co. Ltd., senior note, 144A, 8.50%, 1/15/13

   Bermuda      3,200,000        2,976,000

MetroPCS Wireless Inc., senior note, 9.25%, 11/01/14

   United States      3,200,000        2,880,000

Millicom International Cellular SA, senior note, 10.00%, 12/01/13

   Luxembourg      3,000,000        2,715,000

Qwest Communications International Inc., senior note, 7.50%, 2/15/14

   United States      2,700,000        1,944,000

Telecom Italia Capital, senior note,
4.95%, 9/30/14

   Italy      3,500,000        2,658,530

6.999%, 6/04/18

   Italy      500,000        406,278

Verizon Communications Inc., 6.10%, 4/15/18

   United States      800,000        798,510

Verizon New York Inc., senior deb.,
A, 6.875%, 4/01/12

   United States      2,700,000        2,688,287

B, 7.375%, 4/01/32

   United States      400,000        334,951

iVerizon Wireless Capital LLC, 144A, 7.375%, 11/15/13

   United States      1,800,000        1,901,077

iWind Acquisition Finance SA, senior note, 144A, 10.75%, 12/01/15

   Italy      2,800,000        2,422,000

Windstream Corp., senior note, 8.625%, 8/01/16

   United States      1,000,000        890,000
                
               35,845,485
                

 

FSI-20


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Strategic Income Securities Fund    Country/
Organization
     Principal
Amount
b
     Value

Corporate Bonds (continued)

            

Transportation 0.1%

            

iCeva Group PLC, senior note, 144A, 10.00%, 9/01/14

   United Kingdom      2,000,000      $ 1,492,500
                

Utilities 3.9%

            

The AES Corp., senior note,
8.00%, 10/15/17

   United States      2,900,000        2,392,500

i144A, 8.00%, 6/01/20

   United States      600,000        468,000

CenterPoint Energy Inc., senior note,
6.125%, 11/01/17

   United States      1,800,000        1,515,906

6.50%, 5/01/18

   United States      1,000,000        818,345

Dominion Resources Inc., 6.40%, 6/15/18

   United States      2,900,000        2,844,642

Dynegy Holdings Inc., senior note, 8.375%, 5/01/16

   United States      3,300,000        2,359,500

iE.ON International Finance BV, 144A, 5.80%, 4/30/18

   Germany      3,000,000        2,809,839

Edison Mission Energy, senior note, 7.00%, 5/15/17

   United States      3,200,000        2,800,000

iIntergen NV, senior secured note, 144A, 9.00%, 6/30/17

   Netherlands      3,200,000        2,640,000

Mirant North America LLC, senior note, 7.375%, 12/31/13

   United States      3,200,000        3,088,000

NRG Energy Inc., senior note,
7.25%, 2/01/14

   United States      700,000        656,250

7.375%, 2/01/16

   United States      3,200,000        2,984,000

Pacific Gas & Electric Co., senior note, 8.25%, 10/15/18

   United States      3,600,000        4,332,823

PNM Resources Inc., senior note, 9.25%, 5/15/15

   United States      500,000        400,000

Sempra Energy, senior note, 9.80%, 2/15/19

   United States      3,400,000        3,799,466

iTexas Competitive Electric Holdings Co. LLC, senior note, 144A, 10.25%, 11/01/15

   United States      4,000,000        2,860,000

Virginia Electric and Power Co., senior note, 8.875%, 11/15/38

   United States      1,400,000        1,777,203
                
               38,546,474
                

Total Corporate Bonds (Cost $439,367,136)

               344,098,901
                

Convertible Bonds (Cost $2,147,673) 0.2%

            

Pharmaceuticals, Biotechnology & Life Sciences 0.2%

            

Mylan Inc., cvt., senior note, 1.25%, 3/15/12

   United States      2,500,000        1,850,000
                

Asset-Backed Securities and Commercial Mortgage-Backed Securities 6.4%

            

Banks 3.2%

            

cBanc of America Commercial Mortgage Inc., 2005-6, A4, FRN, 5.403%, 9/10/47

   United States      2,000,000        1,644,999

cCitibank Credit Card Issuance Trust, 2005-A3, A3, FRN, 0.531%, 4/24/14

   United States      1,000,000        826,752

Citigroup/Deutsche Bank Commercial Mortgage Trust,
c2005-CD1, A4, FRN, 5.40%, 7/15/44

   United States      1,600,000        1,331,800

2006-CD3, A5, 5.617%, 10/15/48

   United States      9,800,000        7,835,275

Countrywide Asset-Backed Certificates,
2004-7, AF4, 4.774%, 8/25/32

   United States      136,719        135,556

2005-11, AF4, 5.21%, 3/25/34

   United States      1,275,000        667,190

GE Capital Commercial Mortgage Corp., 2003-C1, A4, 4.819%, 1/10/38

   United States      934,225        834,298

Greenwich Capital Commercial Funding Corp.,
2004-GG1, A7, 5.317%, 6/10/36

   United States      1,605,000        1,339,921

2005-GG5, A5, 5.224%, 4/10/37

   United States      1,395,000        1,150,461

c2006-GG7, A4, FRN, 5.913%, 7/10/38

   United States      4,000,000        3,134,706

GS Mortgage Securities Corp. II,
2003-C1, A3, 4.608%, 1/10/40

   United States      1,100,000        971,594

c2006-GG6, A4, FRN, 5.553%, 4/10/38

   United States      4,000,000        3,251,806

LB-UBS Commercial Mortgage Trust,
c2002-C2, A4, FRN, 5.594%, 6/15/31

   United States      1,000,000        936,325

2006-C1, A4, 5.156%, 2/15/31

   United States      5,700,000        4,542,125

 

FSI-21


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Strategic Income Securities Fund    Country/
Organization
     Principal
Amount
b
     Value

Asset-Backed Securities and Commercial Mortgage-Backed Securities (continued)

            

Banks (continued)

            

cMorgan Stanley Capital I Trust, 2004-IQ7, A4, FRN, 5.431%, 6/15/38

   United States      4,000,000      $ 3,485,381
                
                 32,088,189
                

Diversified Financials 3.2%

            

cAmerican Express Credit Account Master Trust, 2008-1, A, FRN, 1.645%, 8/15/13

   United States      2,800,000        2,489,615

cChase Issuance Trust,
2005-A9, A9, FRN, 1.215%, 11/15/11

   United States      1,000,000        964,306

2007-A9, A9, FRN, 1.225%, 6/16/14

   United States      5,000,000        4,095,158

sub. note, 2006-A7, A, FRN, 1.205%, 2/15/13

   United States      800,000        715,712

Citigroup Commercial Mortgage Trust, 2008-C7, A4, 6.095%, 12/10/49

   United States      8,700,000        6,744,833

JPMorgan Chase Commercial Mortgage Securities Corp.,
c2004-CB9, A4, FRN, 5.377%, 6/12/41

   United States      5,096,445        4,322,887

2004-LN2, A2, 5.115%, 7/15/41

   United States      412,616        348,325

c2005-LDP5, A4, FRN, 5.179%, 12/15/44

   United States      3,400,000        2,735,001

iKeystone Owner Trust, 1997-P3, M2, 144A, 7.98%, 12/25/24

   United States      2,573        2,561

cMBNA Credit Card Master Note Trust, 2005-A4, A4, FRN, 1.235%, 11/15/12

   United States      1,000,000        922,593

cMBNA Master Credit Card Trust II, 1997-B, A, FRN, 1.355%, 8/15/14

   United States      10,000,000        8,349,268

Residential Asset Securities Corp., 2004-KS1, AI4, 4.213%, 4/25/32

   United States      173,298        140,103
                
               31,830,362
                

Total Asset-Backed Securities and Commercial Mortgage-Backed Securities (Cost $76,974,716)

               63,918,551
                

Mortgage-Backed Securities 15.5%

            

cFederal Home Loan Mortgage Corp. (FHLMC) Adjustable Rate 0.0%a

            

FHLMC, 6.073%, 1/01/33

   United States      148,263        148,499
                

Federal Home Loan Mortgage Corp. (FHLMC) Fixed Rate 7.4%

            

FHLMC Gold 15 Year, 4.50%, 10/01/18 - 9/01/19

   United States      3,308,791        3,401,169

FHLMC Gold 15 Year, 5.00%, 12/01/17 - 9/01/19

   United States      3,579,352        3,689,483

FHLMC Gold 15 Year, 5.50%, 7/01/17 - 7/01/19

   United States      845,102        873,578

FHLMC Gold 15 Year, 6.00%, 5/01/17

   United States      30,190        31,311

FHLMC Gold 15 Year, 6.50%, 5/01/16

   United States      12,543        13,034

eFHLMC Gold 30 Year, 5.00%, 1/01/34 - 6/01/38

   United States      17,781,397        18,188,505

FHLMC Gold 30 Year, 5.50%, 3/01/33 - 7/01/38

   United States      19,513,569        20,002,372

FHLMC Gold 30 Year, 6.00%, 4/01/33 - 6/01/38

   United States      15,855,727        16,358,402

FHLMC Gold 30 Year, 6.50%, 12/01/23 - 8/01/38

   United States      10,487,511        10,908,238

FHLMC Gold 30 Year, 7.00%, 9/01/21 - 1/01/32

   United States      134,494        141,503

FHLMC Gold 30 Year, 7.50%, 3/01/30 - 7/01/31

   United States      2,798        2,969
                
               73,610,564
                

cFederal National Mortgage Association (FNMA) Adjustable Rate 0.1%

            

FNMA, 4.547%, 4/01/20

   United States      149,457        149,390

FNMA, 4.614%, 12/01/34

   United States      832,766        834,568
                
               983,958
                

Federal National Mortgage Association (FNMA) Fixed Rate 7.4%

            

FNMA 15 Year, 4.50%, 6/01/19 - 3/01/20

   United States      645,065        661,879

FNMA 15 Year, 5.00%, 10/01/17 - 6/01/18

   United States      690,776        713,482

FNMA 15 Year, 5.50%, 10/01/16 - 4/01/21

   United States      1,952,210        2,014,987

FNMA 15 Year, 6.00%, 4/01/16 - 7/01/16

   United States      23,795        24,796

FNMA 15 Year, 7.00%, 5/01/12

   United States      2,202        2,280

 

FSI-22


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Strategic Income Securities Fund    Country/
Organization
     Principal
Amount
b
    Value

Mortgage-Backed Securities (continued)

         

Federal National Mortgage Association (FNMA) Fixed Rate (continued)

         

FNMA 30 Year, 5.00%, 4/01/34 - 6/01/38

   United States      16,098,700     $ 16,458,986

FNMA 30 Year, 5.50%, 8/01/33 - 5/01/36

   United States      16,868,824       17,318,344

eFNMA 30 Year, 6.00%, 1/01/29 - 5/01/38

   United States      27,003,227       27,836,851

FNMA 30 Year, 6.50%, 6/01/28 - 10/01/37

   United States      8,480,072       8,822,200

FNMA 30 Year, 7.50%, 9/01/31

   United States      26,587       28,176
             
              73,881,981
             

Government National Mortgage Association (GNMA) Fixed Rate 0.6%

         

GNMA I SF 30 Year, 5.00%, 11/15/33 - 7/15/34

   United States      1,785,753       1,838,083

GNMA I SF 30 Year, 5.50%, 12/15/32 - 6/15/36

   United States      2,504,694       2,587,955

GNMA I SF 30 Year, 6.50%, 11/15/31 - 2/15/32

   United States      15,438       16,229

GNMA I SF 30 Year, 7.00%, 10/15/28 - 6/15/32

   United States      112,731       119,296

GNMA I SF 30 Year, 7.50%, 9/15/30

   United States      2,915       3,090

GNMA II SF 30 Year, 5.00%, 9/20/33 - 11/20/33

   United States      485,615       498,651

GNMA II SF 30 Year, 6.00%, 11/20/34

   United States      609,817       629,167

GNMA II SF 30 Year, 6.50%, 4/20/31 - 2/20/34

   United States      223,135       234,438

GNMA II SF 30 Year, 7.50%, 1/20/28 - 4/20/32

   United States      60,415       63,865
             
            5,990,774
             

Total Mortgage-Backed Securities (Cost $149,886,198)

            154,615,776
             

U.S. Government and Agency Securities 8.0%

         

FHLMC,
3.75%, 6/28/13

   United States      3,000,000       3,198,012

5.00%, 2/16/17

   United States      3,000,000       3,407,268

5.625%, 3/15/11

   United States      500,000       545,231

senior note, 4.75%, 3/5/12

   United States      6,000,000       6,515,466

FNMA, 4.125%, 4/15/14

   United States      700,000       756,868

U.S. Treasury Bond,
4.50%, 2/15/16

   United States      5,600,000       6,594,006

7.125%, 2/15/23

   United States      4,980,000       7,226,448

7.875%, 2/15/21

   United States      3,600,000       5,351,627

U.S. Treasury Note,
3.50%, 12/15/09

   United States      2,500,000       2,575,393

4.00%, 8/31/09

   United States      2,900,000       2,970,122

4.125%, 5/15/15

   United States      7,700,000       8,833,348

4.25%, 8/15/14

   United States      1,800,000       2,069,438

4.625%, 2/15/17

   United States      6,000,000       7,097,814

4.75%, 8/15/17

   United States      2,900,000       3,468,220

kIndex Linked, 1.625%, 1/15/15

   United States      3,403,767       3,157,528

kIndex Linked, 1.625%, 1/15/15

   United States      7,972,873       7,556,793

kIndex Linked, 2.00%, 7/15/14

   United States      4,597,305       4,349,124

kIndex Linked, 2.00%, 1/15/16

   United States      4,475,278       4,287,177
             

Total U.S. Government and Agency Securities
(Cost $75,195,353)

            79,959,883
             

Foreign Government and Agency Securities 13.8%

         

European Investment Bank, senior note, 1612/37, 6.50%, 9/10/14

   Supranationall      4,555,000   NZD     2,889,002

c,mGovernment of Argentina, senior bond, FRN, 3.127%, 8/03/12

   Argentina      33,037,000       8,771,670

Government of Indonesia,
11.00%, 10/15/14

   Indonesia      1,800,000,000   IDR     159,358

FR17, 13.15%, 1/15/12

   Indonesia      2,300,000,000   IDR     218,922

 

FSI-23


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Strategic Income Securities Fund    Country/
Organization
     Principal
Amount
b
    Value

Foreign Government and Agency Securities (continued)

         

Government of Indonesia, (continued)

         

FR19, 14.25%, 6/15/13

   Indonesia      35,480,000,000   IDR   $ 3,531,725

FR20, 14.275%, 12/15/13

   Indonesia      23,637,000,000   IDR     2,363,700

FR34, 12.80%, 6/15/21

   Indonesia      39,455,000,000   IDR     3,764,512

FR42, 10.25%, 7/15/27

   Indonesia      28,000,000,000   IDR     2,209,175

nReg S, 6.625%, 2/17/37

   Indonesia      330,000       249,062

nReg S, 6.875%, 1/17/18

   Indonesia      2,040,000       1,664,567

nsenior bond, Reg S, 7.75%, 1/17/38

   Indonesia      4,000,000       3,375,000

nsenior bond, Reg S, 8.50%, 10/12/35

   Indonesia      360,000       302,787

nGovernment of Iraq, Reg S, 5.80%, 1/15/28

   Iraq      1,190,000       507,237

Government of Malaysia,
3.461%, 7/31/13

   Malaysia      6,400,000   MYR     1,886,820

3.756%, 4/28/11

   Malaysia      18,465,000   MYR     5,440,059

3.814%, 2/15/17

   Malaysia      11,400,000   MYR     3,413,185

4.24%, 2/07/18

   Malaysia      6,600,000   MYR     2,057,070

4.305%, 2/27/09

   Malaysia      17,925,000   MYR     5,201,747

Government of Mexico,
8.00%, 12/17/15

   Mexico      350,000 o MXN     2,563,307

10.00%, 12/05/24

   Mexico      1,174,000 o MXN     9,854,238

Government of Poland, 5.75%, 9/23/22

   Poland      19,100,000   PLN     6,670,896

Government of Russia,
 i144A, 7.50%, 3/31/30

   Russia      4,700,080       4,159,571

nsenior bond, Reg S, 7.50%, 3/31/30

   Russia      18,032,000       15,890,700

Government of South Africa, 5.875%, 5/30/22

   South Africa      100,000       82,750

Government of Sweden,
4.00%, 12/01/09

   Sweden      42,420,000   SEK     5,561,121

5.50%, 10/08/12

   Sweden      13,990,000   SEK     2,028,475

Government of Venezuela,
10.75%, 9/19/13

   Venezuela      2,105,000       1,389,300

nsenior bond, Reg S, 5.375%, 8/07/10

   Venezuela      2,965,000       2,327,673

KfW Bankengruppe, senior note, 6.50%, 11/15/11

   Germany      3,588,000   NZD     2,219,721

Korea Treasury Bond,
0525-1209, 5.25%, 9/10/12

   South Korea      1,700,000,000   KRW     1,404,852

0525-2703, 5.25%, 3/10/27

   South Korea      5,861,000,000   KRW     4,962,592

0550-1709, 5.50%, 9/10/17

   South Korea      10,510,000,000   KRW     8,987,684

New South Wales Treasury Corp., senior note, 5.50%, 3/01/17

   Australia      3,540,000   AUD     2,617,342

Nota Do Tesouro Nacional,
9.762%, 1/01/12

   Brazil      900 p BRL     365,839

9.762%, 1/01/14

   Brazil      2,700 p BRL     1,047,580

9.762%, 1/01/17

   Brazil      23,200 p BRL     8,642,348

qIndex Linked, 6.00%, 5/15/15

   Brazil      2,500 p BRL     1,734,657

qIndex Linked, 6.00%, 5/15/45

   Brazil      1,725 p BRL     1,130,139

Province of Ontario, 6.25%, 6/16/15

   Canada      997,000   NZD     605,893

Queensland Treasury Corp.,
13, 6.00%, 8/14/13

   Australia      600,000   AUD     446,615

17, 6.00%, 9/14/17

   Australia      1,200,000   AUD     918,705

i144A, 7.125%, 9/18/17

   Australia      5,640,000   NZD     3,880,253
             

Total Foreign Government and Agency Securities
(Cost $157,311,235)

            137,497,849
             

Municipal Bonds 1.5%

         

California State GO, Refunding, 5.00%, 4/01/38

   United States      12,000,000       10,183,800

 

FSI-24


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Strategic Income Securities Fund    Country/
Organization
     Principal
Amount
b
     Value

Municipal Bonds (continued)

            

eMatanuska-Susitna Borough Lease Revenue, Goose Greek Correctional Center, Assured Guaranty,

            

5.50%, 9/01/23

   United States      835,000      $ 842,306

6.00%, 9/01/28

   United States      1,045,000        1,060,508

ePhiladelphia GO, Series B, Assured Guaranty, 7.125%, 7/15/38

   United States      465,000        487,134

Placentia-Yorba Linda USD, GO, 2008 Election, Series A, 5.25%, 8/01/32

   United States      1,250,000        1,213,762

San Bernardino Community College District GO,
Election 2002, Series A, 6.25%, 8/01/33

   United States      315,000        327,861

Election 2002, Series A, 6.375%, 8/01/26

   United States      210,000        225,622

Election 2002, Series A, 6.50%, 8/01/27

   United States      305,000        328,857

Election 2002, Series A, 6.50%, 8/01/28

   United States      125,000        133,623

San Mateo County Community College District GO, Election of 2001, Series C, MBIA Insured, zero cpn.,

            

9/01/30

   United States      895,000        224,797

3/01/31

   United States      245,000        59,141
                

Total Municipal Bonds (Cost $16,667,295)

               15,087,411
                

Total Investments before Short Term Investments
(Cost $1,084,118,855)

               912,479,110
                

 

Short Term Investments

            

Foreign Government and Agency Securities (Cost $13,701,266) 1.3%

            

rEgypt Treasury Bills, 1/13/09 - 9/22/09

   Egypt      76,675,000 EGP        13,372,959
                

Total Investments before Money Markets Funds
(Cost $1,097,820,121)

               925,852,069
                

Money Market Funds (Cost $44,875,873) 4.5%

            

sFranklin Institutional Fiduciary Trust Money Market Portfolio, 0.55%

   United States      44,875,873        44,875,873
                

Total Investments (Cost $1,142,695,994) 97.5%

               970,727,942

Unrealized Appreciation on Forward Exchange Contracts 2.0%

               20,048,269

Other Assets, less Liabilities 0.5%

               5,503,242
                

Net Assets 100.0%

             $ 996,279,453
                

 

See Abbreviations on page FSI-40.

 

FSI-25


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin Strategic Income Securities Fund

 

 

 

aRounds to less than 0.1% of net assets.

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

cThe coupon rate shown represents the rate at period end.

dSee Note 1(f) regarding senior floating rate interests.

eA portion or all of the security purchased on a when-issued, delayed delivery, or TBA basis. See Note 1(c).

fIncome may be received in additional securities and/or cash.

gSee Note 10 regarding unfunded loan commitments.

hSee Note 9 regarding defaulted securities.

iSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust’s Board of Trustees. At December 31, 2008, the aggregate value of these securities was $54,596,568, representing 5.48% of net assets.

jPerpetual security with no stated maturity date.

kPrincipal amount of security is adjusted for inflation. See Note 1(h).

lA supranational organization is an entity formed by two or more central governments through international treaties.

mThe principal amount is stated in original face, and scheduled paydowns are reflected in the market price on ex-date.

nSecurity was purchased pursuant to Regulation S under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. This security has been deemed liquid under guidelines approved by the Trust’s Board of Trustees. At December 31, 2008, the aggregate value of these securities was $24,317,026, representing 2.44% of net assets.

oPrincipal amount is stated in 100 Mexican Peso Units.

pPrincipal amount is stated in 1,000 Brazilian Real Units.

qRedemption price at maturity is adjusted for inflation. See Note 1(h).

rThe security is traded on a discount basis with no stated coupon rate.

sSee Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end.

 

The accompanying notes are an integral part of these financial statements.

 

FSI-26


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Franklin
Strategic Income
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 1,097,820,121  

Cost - Sweep Money Fund (Note 7)

     44,875,873  
        

Total cost of investments

   $ 1,142,695,994  
        

Value - Unaffiliated issuers

   $ 925,852,069  

Value - Sweep Money Fund (Note 7)

     44,875,873  
        

Total value of investments

     970,727,942  

Cash

     3,033,132  

Receivables:

  

Investment securities sold

     7,008,553  

Capital shares sold

     521,490  

Dividends and interest

     12,272,027  

Unrealized appreciation on forward exchange contracts (Note 8)

     23,504,406  
        

Total assets

     1,017,067,550  
        

Liabilities:

  

Payables:

  

Investment securities purchased

     15,387,066  

Capital shares redeemed

     1,140,385  

Affiliates

     503,452  

Unrealized depreciation on forward exchange contracts (Note 8)

     3,456,137  

Unrealized depreciation on unfunded loan commitments (Note 10)

     41,742  

Accrued expenses and other liabilities

     259,315  
        

Total liabilities

     20,788,097  
        

Net assets, at value

   $ 996,279,453  
        

Net assets consist of:

  

Paid-in capital

   $ 1,132,821,271  

Undistributed net investment income

     73,893,369  

Net unrealized appreciation (depreciation)

     (152,110,911 )

Accumulated net realized gain (loss)

     (58,324,276 )
        

Net assets, at value

   $ 996,279,453  
        

 

The accompanying notes are an integral part of these financial statements.

 

FSI-27


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Assets and Liabilities (continued)

December 31, 2008

 

     Franklin
Strategic Income
Securities Fund

Class 1:

  

Net assets, at value

   $ 903,358,306
      

Shares outstanding

     85,391,276
      

Net asset value and maximum offering price per share

   $ 10.58
      

Class 2:

  

Net assets, at value

   $ 33,154,998
      

Shares outstanding

     3,185,430
      

Net asset value and maximum offering price per share

   $ 10.41
      

Class 4:

  

Net assets, at value

   $ 59,766,149
      

Shares outstanding

     5,669,016
      

Net asset value and maximum offering price per share

   $ 10.54
      

 

The accompanying notes are an integral part of these financial statements.

 

FSI-28


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Franklin Strategic
Income
Securities Fund
 

Investment income:

  

Dividends:

  

Unaffiliated issuers

   $ 1,722,252  

Sweep Money Fund (Note 7)

     413,583  

Interest

     69,273,145  
        

Total investment income

     71,408,980  
        

Expenses:

  

Management fees (Note 3a)

     3,983,302  

Administrative fees (Note 3b)

     2,220,954  

Distribution fees: (Note 3c)

  

Class 2

     77,707  

Class 4

     64,312  

Unaffiliated transfer agent fees

     1,249  

Custodian fees (Note 4)

     267,144  

Reports to shareholders

     125,825  

Registration and filing fees

     6,880  

Professional fees

     75,793  

Trustees’ fees and expenses

     5,269  

Other

     62,989  
        

Total expenses

     6,891,424  

Expense reductions (Note 4)

     (10,364 )
        

Net expenses

     6,881,060  
        

Net investment income

     64,527,920  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments

     (48,425,370 )

Foreign currency transactions

     2,493,369  
        

Net realized gain (loss)

     (45,932,001 )
        

Net change in unrealized appreciation (depreciation) on:

  

Investments

     (167,425,394 )

Translation of other assets and liabilities denominated in foreign currencies

     18,182,757  
        

Net change in unrealized appreciation (depreciation)

     (149,242,637 )
        

Net realized and unrealized gain (loss)

     (195,174,638 )
        

Net increase (decrease) in net assets resulting from operations

   $ (130,646,718 )
        

 

The accompanying notes are an integral part of these financial statements.

 

FSI-29


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Franklin Strategic Income
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 64,527,920     $ 58,545,747  

Net realized gain (loss) from investments and foreign currency transactions

     (45,932,001 )     22,587,818  

Net change in unrealized appreciation (depreciation) on investments and translation of other assets and liabilities denominated in foreign currencies

     (149,242,637 )     (20,398,758 )
        

Net increase (decrease) in net assets resulting from operations

     (130,646,718 )     60,734,807  
        

Distributions to shareholders from:

    

Net investment income and net foreign currency gains:

    

Class 1

     (75,447,333 )     (52,500,471 )

Class 2

     (2,134,730 )     (878,649 )

Class 4

     (378,318 )      

Net realized gains:

    

Class 1

     (2,612,141 )     (2,882,439 )

Class 2

     (75,424 )     (50,064 )

Class 4

     (13,098 )      
        

Total distributions to shareholders

     (80,661,044 )     (56,311,623 )
        

Capital share transactions: (Note 2)

    

Class 1

     17,384,945       180,376,622  

Class 2

     14,711,199       12,839,267  

Class 4

     64,028,404        
        

Total capital share transactions

     96,124,548       193,215,889  
        

Net increase (decrease) in net assets

     (115,183,214 )     197,639,073  

Net assets:

    

Beginning of year

     1,111,462,667       913,823,594  
        

End of year

   $ 996,279,453     $ 1,111,462,667  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 73,893,369     $ 74,316,140  
        

 

The accompanying notes are an integral part of these financial statements.

 

FSI-30


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Franklin Strategic Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Franklin Strategic Income Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. At December 31, 2008, 97.08% of the Fund’s shares were held through one insurance company. The Fund offers three classes of shares: Class 1, Class 2, and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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. Investments in open-end mutual funds are valued at the closing net asset value.

 

Corporate debt securities, government securities, mortgage pass-through securities, other mortgage-backed securities, collateralized mortgage obligations and asset-backed securities generally trade in the over-the-counter market rather than on a securities exchange. The Trust may utilize independent pricing services, quotations from bond dealers, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Trust’s pricing services may use valuation models or matrix pricing which considers information with respect to comparable bond and note transactions, quotations from bond dealers, or by reference to other securities that are considered comparable in such characteristics as rating, interest rate and maturity date, option adjusted spread models, prepayment projections, interest rate spreads and yield curves, to determine current value.

 

Senior secured corporate loans with floating or variable interest rates generally trade in the over-the-counter market rather than on a securities exchange. The Trust may utilize independent pricing services, quotations from loan dealers and other financial institutions, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Trust’s pricing services use independent market quotations from loan dealers or financial institutions and may incorporate valuation methodologies that consider multiple bond characteristics such as dealer quotes, issuer type, coupon, maturity, weighted average maturity, interest rate spreads and yield curves, cash flow and credit risk/quality analysis, to determine current value.

 

Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the Fund. The investment

 

FSI-31


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Strategic Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

a. Security Valuation (continued)

 

manager 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 Depository 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. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Foreign Currency Translation

 

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust’s Board of Trustees.

 

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. Securities Purchased on a When-Issued, Delayed Delivery and TBA Basis

 

The Fund may purchase securities on a when-issued, delayed delivery and to-be-announced (TBA) basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Fund will generally purchase these securities with the intention of holding the securities, it may sell the securities before the settlement date. Sufficient assets have been segregated for these securities.

 

d. Foreign Currency Contracts

 

When the Fund purchases or sells foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The Fund may also enter into forward exchange contracts to hedge against fluctuations in foreign exchange rates or to gain exposure to certain foreign currencies. These contracts are valued daily by the Fund and the unrealized appreciation or depreciation on the contracts, as measured by the difference between the contractual forward foreign exchange rates and the forward rates at the reporting date, are included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

FSI-32


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Strategic Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

d. Foreign Currency Contracts (continued)

 

The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities.

 

e. Mortgage Dollar Rolls

 

The Fund may enter into mortgage dollar rolls, typically on a TBA basis. Mortgage dollar rolls are agreements between the Fund and a financial institution to simultaneously sell and repurchase mortgage-backed securities at a future date. Gains or losses are realized on the initial sale, and the difference between the repurchase price and the sale price is recorded as an unrealized gain or loss to the fund upon entering into the mortgage dollar roll. In addition, the Fund may invest the cash proceeds that are received from the initial sale. During the period between the sale and repurchase, the Fund is not entitled to principal and interest paid on the mortgage backed securities. The risks of mortgage dollar roll transactions include the potential inability of the counterparty to fulfill its obligations.

 

f. Senior Floating Rate Interests

 

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

 

Senior secured corporate loans in which the Fund invests are generally readily marketable, but may be subject to some restrictions on resale.

 

g. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

h. Security Transactions, Investment Income, Expenses and Distributions

 

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Facility fees are recognized as income over the expected term of the loan. Dividend income is recorded on the ex-dividend date. 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.

 

FSI-33


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Strategic Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

h. Security Transactions, Investment Income, Expenses and Distributions (continued)

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

Inflation-indexed bonds provide an inflation hedge through periodic increases or decreases in the security’s interest accruals and principal redemption value, by amounts corresponding to the current rate of inflation. Any such adjustments, including adjustments to principal redemption value, are recorded as interest income.

 

i. 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.

 

j. Guarantees and Indemnifications

 

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

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   6,009,961     $ 75,187,150     11,675,973     $ 149,677,141  

Shares issued in reinvestment of distributions

   6,504,956       78,059,474     4,459,172       55,382,910  

Shares redeemed

   (12,154,687 )     (135,861,679 )   (1,960,490 )     (24,683,429 )
        

Net increase (decrease)

   360,230     $ 17,384,945     14,174,655     $ 180,376,622  
        
Class 2 Shares:                         

Shares sold

   1,884,648     $ 21,711,802     1,114,032     $ 14,054,418  

Shares issued in reinvestment of distributions

   186,984       2,210,154     75,751       928,713  

Shares redeemed

   (839,920 )     (9,210,757 )   (171,480 )     (2,143,864 )
        

Net increase (decrease)

   1,231,712     $ 14,711,199     1,018,303     $ 12,839,267  
        

 

FSI-34


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Strategic Income Securities Fund

 

2. SHARES OF BENEFICIAL INTEREST (continued)

 

     Year Ended
December 31,
 
     2008a  
Class 4 Shares:    Shares     Amount  

Shares sold

   5,781,965     $ 65,263,343  

Shares issued on reinvestment of distributions

   32,643       391,067  

Shares redeemed

   (145,592 )     (1,626,006 )
        

Net increase (decrease)

   5,669,016     $ 64,028,404  
        

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Advisers, Inc. (Advisers)

   Investment manager

Franklin Templeton Services, LLC (FT Services)

   Administrative manager

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 Advisers based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets
0.425%   

Up to and including $500 million

0.325%   

Over $500 million, up to and including $1 billion

0.280%   

Over $1 billion, up to and including $1.5 billion

0.235%   

Over $1.5 billion, up to and including $6.5 billion

0.215%   

Over $6.5 billion, up to and including $11.5 billion

0.200%   

Over $11.5 billion, up to and including $16.5 billion

0.190%   

Over $16.5 billion, up to and including $19 billion

0.180%   

Over $19 billion, up to and including $21.5 billion

0.170%   

In excess of $21.5 billion

 

b. Administrative Fees

 

The Fund pays an administrative fee to FT Services of 0.20% per year of the average daily net assets of the Fund.

 

c. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.25% and 0.35% per year of its average daily net assets of Class 2 and Class 4, respectively.

 

FSI-35


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Strategic Income Securities Fund

 

3. TRANSACTIONS WITH AFFILIATES (continued)

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

5. INCOME TAXES

 

For tax purposes, capital losses may be carried over to offset future capital gains, if any. At December 31, 2008, the Fund had tax basis capital losses of $40,554,464 expiring in 2016.

 

For tax purposes, realized capital losses and realized currency losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses and realized currency losses of $16,922,957 and $694,309, respectively.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from:

     

Ordinary income

   $ 79,728,267    $ 54,516,053

Long term capital gain

     932,777      1,795,570
      
   $ 80,661,044    $ 56,311,623
      

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation), and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 1,144,972,541  
        

Unrealized appreciation

   $ 19,478,564  

Unrealized depreciation

     (193,723,163 )
        

Net unrealized appreciation (depreciation)

   $ (174,244,599 )
        

Distributable earnings – undistributed ordinary income

   $ 94,192,828  
        

 

Net investment income differs for financial statement and tax purposes primarily due to differing treatments of defaulted securities, foreign currency transactions, mortgage dollar rolls, paydown losses, payments-in-kind, bond discounts and premiums, and inflation related adjustments on foreign securities.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales, foreign currency transactions, mortgage dollar rolls, paydown losses, payments-in-kind, and bond discounts and premiums.

 

FSI-36


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Strategic Income Securities Fund

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $592,821,293 and $504,252,493, respectively.

 

7. INVESTMENTS IN FRANKLIN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO

 

The Fund may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Advisers. Management fees paid by the Fund are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund.

 

8. FORWARD EXCHANGE CONTRACTS

 

At December 31, 2008, the Fund had the following forward exchange contracts outstanding:

 

      Contract
Amount
a
    Settlement
Date
   Unrealized
Appreciation
   Unrealized
Depreciation
 
Contracts to Buy                       
4,800,000,000   

South Korean Won

   4,455,315  CHF   2/13/09    $    $ (361,794 )
16,200,000   

Euro

   20,982,970     3/04/09      1,619,205       
4,459,000   

Euro

   6,926,165     3/04/09           (704,986 )
7,800,000   

Euro

   10,030,410     3/16/09      849,061       
3,700,000   

Euro

   4,990,560     4/23/09      165,967       
3,380,000   

Euro

   4,901,169     5/29/09           (194,090 )
350,000,000   

South Korean Won

   321,251  CHF   6/02/09           (22,904 )
4,300,000   

Euro

   6,039,350     6/03/09           (51,669 )
80,526,837   

Russian Ruble

   36,540,189  MXN   7/01/09           (271,018 )
2,500,000   

U.S. Dollar

   1,625,678  EUR   7/10/09      237,756       
3,000,000   

U.S. Dollar

   2,153,888  EUR   9/17/09      5,041       
38,481,000   

Chinese Yuan

   5,609,475     9/23/09           (111,544 )
25,213,795   

Russian Ruble

   1,199,478  AUD   9/24/09           (151,614 )
38,830,178   

Russian Ruble

   1,866,434  AUD   9/28/09           (248,397 )
9,689,431,018   

Viet Nam Dong

   786,825  AUD   10/07/09           (18,304 )
3,198,979   

Chinese Yuan

   691,178  AUD   10/13/09           (24,255 )
3,285,166   

Chinese Yuan

   697,590  AUD   10/19/09           (16,225 )
4,344,052   

Chinese Yuan

   628,025     10/23/09           (7,208 )
7,365,718   

Chinese Yuan

   1,059,186     10/26/09           (6,467 )
4,405,928   

Chinese Yuan

   628,969     10/27/09      746       
8,080,000   

Swiss Franc

   5,454,852  EUR   10/27/09      46,942       
Contracts to Sell                       
35,467,487   

Mexican Peso

   123,540,352  INR   1/27/09           (27,838 )
10,477,500,000   

South Korean Won

   12,073,913  CHF   2/13/09      2,990,399       
26,512,592   

Mexican Peso

   2,356,256     2/27/09      457,530       
22,400,000   

Euro

   33,537,952     3/04/09      2,285,561       
3,620,000   

Euro

   550,909,700  JPY   3/05/09      1,029,742       
3,620,000   

Euro

   556,748,760  JPY   3/09/09      1,095,272       
11,000,000   

Euro

   16,782,150     3/16/09      1,439,307       
3,150,000   

Euro

   487,588,500  JPY   4/06/09      994,134       
63,646,720   

Mexican Peso

   5,765,101     4/07/09      1,252,163       
1,072,248   

U.S. Dollar

   134,851,270  KZT   4/17/09           (42,242 )
5,655,000   

Euro

   8,844,872     4/23/09      963,748       

 

FSI-37


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Strategic Income Securities Fund

 

8. FORWARD EXCHANGE CONTRACTS (continued)

 

      Contract
Amount
a
    Settlement
Date
   Unrealized
Appreciation
   Unrealized
Depreciation
 
Contracts to Sell           
2,505,000   

Euro

   396,729,375  JPY   4/23/09    $ 892,870    $  
8,000,000   

Euro

   12,306,560     5/29/09      1,165,545       
3,111,000,000   

South Korean Won

   3,136,405  CHF   6/02/09      467,546       
3,050,000   

British Pound Sterling

   18,867,910  MYR   6/03/09      1,010,269       
8,000,000   

Euro

   12,189,200     6/03/09      1,049,328       
783,874   

Euro

   3,911,766  MYR   6/12/09      40,228       
47,681,503   

Mexican Peso

   2,156,825,128  CLP   6/12/09           (30,301 )
3,868,000   

Euro

   5,914,365     6/15/09      529,562       
1,028,088   

Euro

   5,105,998  MYR   6/15/09      45,806       
2,038,072   

Euro

   10,088,456  MYR   6/16/09      81,160       
2,568,000,000   

South Korean Won

   2,603,934  CHF   7/09/09      399,311       
507,000,000   

South Korean Won

   510,625  CHF   7/24/09      75,563       
10,695,649   

New Zealand Dollar

   72,038,406,663  IDR   8/04/09      13,789       
2,062,207   

New Zealand Dollar

   34,603,842  RUB   8/12/09           (222,851 )
2,048,716   

New Zealand Dollar

   34,287,311  RUB   8/14/09           (224,592 )
1,935,551   

New Zealand Dollar

   23,455,969,704  VND   8/14/09      179,458       
2,166,048,000   

South Korean Won

   2,154,178  CHF   8/28/09      296,945       
2,030,000   

Euro

   9,947,406  MYR   9/03/09      61,478       
17,883,017   

Mexican Peso

   42,761,871  RUB   9/17/09           (64,778 )
Unrealized appreciation (depreciation) on offsetting forward exchange contracts           1,762,974      (653,060 )
                
Unrealized appreciation (depreciation) on forward exchange contracts           23,504,406      (3,456,137 )
                
Net unrealized appreciation (depreciation) on forward exchange contracts         $ 20,048,269   
                 

 

aIn U.S. dollars unless otherwise indicated.

 

See Abbreviations on page FSI-40.

 

9. CREDIT RISK AND DEFAULTED SECURITIES

 

The Fund has 36.55% of its portfolio invested in high yield, senior secured floating rate notes, or other securities rated below investment grade. These securities may be more sensitive to economic conditions causing greater price volatility and are potentially subject to a greater risk of loss due to default than higher rated securities.

 

The Fund held defaulted securities and/or other securities for which the income has been deemed uncollectible. At December 31, 2008, the aggregate value of these securities was $1,459,116, representing 0.15% of the Fund’s net assets. The Fund discontinues accruing income on securities for which income has been deemed uncollectible and provides an estimate for losses on interest receivable. The securities have been identified on the accompanying Statement of Investments.

 

10. UNFUNDED LOAN COMMITMENTS

 

The Fund may enter into certain credit agreements, all or a portion of which may be unfunded. The Fund is obligated to fund these loan commitments at the borrowers’ discretion. Funded portions of credit agreements are presented on the Statement of Investments.

 

FSI-38


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Strategic Income Securities Fund

 

10. UNFUNDED LOAN COMMITMENTS (continued)

 

At December 31, 2008, unfunded commitments were as follows:

 

Borrower    Unfunded
Commitment

Community Health Systems Inc., Delayed Draw Term Loan

   $ 232,796
      

 

Unfunded loan commitments and funded portions of credit agreements are marked to market daily and any unrealized appreciation or depreciation is included in the Statement of Assets and Liabilities and Statement of Operations.

 

11. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets and liabilities carried at fair value:

 

     Level 1    Level 2    Level 3    Total
      

Assets:

           

Investments in Securities

   $ 58,276,132    $ 912,166,390    $ 285,420    $ 970,727,942

Other Financial Instrumentsa

          23,504,406           23,504,406

Liabilities:

           

Other Financial Instrumentsa

          3,497,879           3,497,879

 

aOther financial instruments include net unrealized appreciation (depreciation) on forward exchange contracts and unfunded loan commitments.

 

FSI-39


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Strategic Income Securities Fund

 

11. FAIR VALUE MEASUREMENTS (continued)

 

At December 31, 2008, the reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value, is as follows:

 

     Investments In
Securities

Beginning Balance – January 1, 2008

   $

Net realized gain (loss)

    

Net change in unrealized appreciation (depreciation)

    

Net purchases (sales)

     285,420

Transfers in and/or out of Level 3

    
      

Ending Balance

   $ 285,420
      

Net change in unrealized appreciation (depreciation)
attributable to assets still held at end of year

   $
      

12. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

13. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with certain other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

 

 

ABBREVIATIONS

 

Currency

AUD - Australian Dollar

BRL - Brazilian Real

CHF - Swiss Franc

CLP - Chilean Peso

EGP - Egyptian Pound

EUR - Euro

IDR - Indonesian Rupiah

INR - Indian Rupee

JPY - Japanese Yen

KRW - South Korean Won

KZT - Kazakhstan Tenge

MXN - Mexican Peso

MYR - Malaysian Ringgit

NZD - New Zealand Dollar

PLN - Polish Zloty

RUB - Russian Ruble

SEK - Swedish Krona

VND - Viet Nam Dong

 

 

Selected Portfolio

FHLMC - Federal Home Loan Mortgage Corp.

FNMA - Federal National Mortgage Association

FRN - Floating Rate Note

GNMA - Government National Mortgage Association

GO - General Obligation

L/C - Letter of Credit

MBIA - Municipal Bond Investors Assurance Corp.

PIK - Payment-In-Kind

REIT - Real Estate Investment Trust

SF - Single Family

USD - Unified/Union School District

 

FSI-40


Franklin Templeton Variable Insurance Products Trust

 

Franklin Strategic Income Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of

Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Strategic Income Securities Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

FSI-41


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Franklin Strategic Income Securities Fund

 

Under Section 852(b)(3)(C) of the Internal Revenue Code, the Fund designates the maximum amount allowable but no less than $932,777 as a long term capital gain dividend for the fiscal year ended December 31, 2008.

 

FSI-42


FRANKLIN TEMPLETON VIP FOUNDING FUNDS ALLOCATION FUND

 

This annual report for Franklin Templeton VIP Founding Funds Allocation Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    Since
Inception
(7/2/07)

Average Annual Total Return

   -35.85%    -29.00%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -30.81%. Effective 12/1/07, the administrator has contractually agreed to waive or limit its fee and to assume as its own expense certain expenses, otherwise payable by the Fund, excluding acquired funds’ fees and expenses, so that direct operating expenses of the Fund do not exceed 0.48% (other than certain non-routine expenses or costs, including those relating to litigation, indemnification, reorganizations and liquidations) until 4/30/09. If the administrator had not waived fees, the Fund’s total returns would have been lower.

 

Total Return Index Comparison for a Hypothetical $10,000 Investment (7/2/07–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Standard & Poor’s 500 Index (S&P 500) and the Morgan Stanley Capital International (MSCI) World Index. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Franklin Templeton VIP Founding Funds Allocation Fund – Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

FFA-1


 

Fund Goals and Main Investments: Franklin Templeton VIP Founding Funds Allocation Fund seeks capital appreciation, with income as a secondary goal. The Fund normally invests equal portions in Class 1 shares of Franklin Income Securities Fund, Mutual Shares Securities Fund and Templeton Growth Securities Fund.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. In comparison, the Fund’s benchmarks, the S&P 500 and the MSCI World Index, had total returns of -37.00% and -40.33% for the same period.1

 

Economic and Market Overview

 

In 2008, the U.S. economy faltered and The Conference Board’s Consumer Confidence Index fell to an all-time low since it began in 1967. The government’s abrupt conservatorship of Fannie Mae and Freddie Mac and the failure of several blue-chip banks and financial institutions roiled the equity markets. Despite government interventions and massive emergency funding, rapidly weakening manufacturing activity and falling home prices exacerbated the nation’s economic troubles. Jobless claims mounted and the unemployment rate rose to 7.2% by period-end.2 In early December, the National Bureau of Economic Research officially declared the U.S. economy has been in recession since December 2007.

 

The weakening U.S. economy negatively impacted growth prospects around the world. Although growth in the first half of the year was robust in developing economies, particularly in Asia, signs of a global slowdown surfaced in the latter half. In an environment of extremely high commodity prices that increased inflationary pressure, the world’s monetary authorities faced the choice of lowering short-term interest rates to stimulate growth or raising them to fight rising inflation. Stimulus provided through fiscal and monetary policies implemented around the globe sought to restore financial market stability and reignite economic growth.

 

1. Source: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

2. Source: Bureau of Labor Statistics.

 

Fund Risks: Because the Fund invests in underlying funds that may engage in a variety of investment strategies involving certain risks, this Fund may be subject to those same risks. Investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. Because the underlying funds invest in bonds and other debt obligations, the Fund’s share price and yield will be affected by interest rate movements. Bond prices generally move in the opposite direction from interest rates. Thus, as prices of bonds in the Fund adjust to a rise in interest rates, the Fund’s share price may decline. High yield, lower-rated (junk) bonds generally have greater price swings and higher default risks than investment grade bonds. Foreign investing, especially in emerging markets, involves additional risks, including currency fluctuations, economic instability, market volatility, and political and social instability. The Fund’s prospectus also includes a description of the main investment risks.

 

FFA-2


The U.S. Treasury and the Federal Reserve Board took unprecedented steps, including lowering short-term rates to near 0% from 4.25%. The European Central Bank and many of the world’s other central banks had raised rates due to inflationary pressures. Later in the year, the potential for global recession trumped inflationary concerns, and the world’s monetary authorities cut interest rates aggressively. The U.S. dollar, which had declined earlier in the period versus many of the world’s currencies, regained ground quickly toward period-end as a flight to the relative safety of U.S. Treasuries prevailed.

 

In this challenging economic time, volatility came to define global equity markets. Virtually all local indexes ended the 12-month period with marked losses. Despite negative economic data and an outlook for decelerating corporate earnings and profit margins globally, many companies outside the financials sector retained relatively strong balance sheets.

 

Investment Strategy

 

The Fund invests its assets in an equally weighted combination of Franklin Income Securities Fund, Mutual Shares Securities Fund and Templeton Growth Securities Fund. These underlying funds, in turn, invest in a variety of U.S. and foreign equity securities and, to a lesser extent, fixed income and money market securities. As market conditions affect the underlying funds, we rebalance the Fund’s allocations seeking to maintain equal weightings of approximately 33 1/ 3% of total net assets in each underlying fund whenever the actual allocations exceed plus or minus 3% of the fixed allocation percentages.

 

Manager’s Discussion

 

The Fund’s performance can be attributed largely to its allocation among the underlying funds and their investments in domestic and foreign equities, fixed income securities, and short-term investments and other net assets.

 

During the fiscal year under review, Fund performance was hindered by Templeton Growth Securities Fund – Class 1, which underperformed the MSCI World Index. Mutual Shares Securities Fund – Class 1 performed comparably to the S&P 500, while Franklin Income Securities Fund – Class 1 performed better than the S&P 500.

 

LOGO

 

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s SOI.

 

FFA-3


Thank you for your participation in Franklin Templeton VIP Founding Funds Allocation Fund. We look forward to serving your future investment needs.

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

FFA-4


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract levels. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown below would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Franklin Templeton VIP Founding Funds Allocation Fund – Class 4

 

FFA-5


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4  

Beginning
Account

Value 7/1/08

  Ending
Account
Value 12/31/08*
  Fund-Level
Expenses Incurred
During Period
7/1/08–12/31/08*
  Fund-Level
Expenses Incurred
During Period
7/1/08–12/31/08**

Actual

  $ 1,000   $ 722.00   $ 2.08   $ 4.89

Hypothetical (5% return before expenses)

  $ 1,000   $ 1,022.67   $ 2.44   $ 5.74

 

*Expenses are calculated using the annualized expense ratio excluding expenses of the underlying funds, net of expense waiver, for the Fund’s Class 4 shares (0.48%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

**Expenses are calculated using the most recent six-month annualized expense ratio including expenses of the underlying funds, net of expense waiver, for the Fund’s Class 4 shares (1.13%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

FFA-6


Supplement Dated February 12, 2009

to the Prospectus Dated May 1, 2008

of

Franklin Templeton VIP Founding Funds Allocation Fund (the “Fund”)

A series of Franklin Templeton Variable Insurance Products Trust

 

The Annual Fund Operating Expenses table and footnotes included under “Fees and Expenses” of the Fund’s Class 4 prospectus, page FFA-7, are replaced with the following:

 

ANNUAL FUND OPERATING EXPENSES (expenses deducted from Fund assets)1

 

     Class 4

Distribution and service (12b-1 fees)1

   0.35%

Other expenses, including administration fees1,2

   0.41%

Acquired funds estimated fees and expenses3

   0.65%

Total annual operating expenses1,2,3

   1.41%

Administration fees waiver and expense reduction2

   -0.28%

Net annual Fund operating expenses1,2,3,4

   1.13%

 

1. Operating expenses are estimates based on Class 1 expenses for the fiscal year ended December 31, 2007, except for the 12b-1 fees which are based on the Class 4 maximum contractual amounts.
2. Effective December 1, 2007, the administrator has contractually agreed to waive or limit its fee and to assume as its own expense certain expenses otherwise payable by the Fund, excluding acquired funds’ fees and expenses, so that direct operating expenses of the Fund do not exceed 0.48% (other than certain non-routine expenses or costs, including those relating to litigation, indemnification, reorganization, and liquidations) until April 30, 2009.
3. Acquired funds’ estimated fees and expenses are based on the acquired funds’ Class 1 expenses for the fiscal year ended December 31, 2007.
4. Because Fund shares are held by a limited number of Insurers, substantial withdrawals by one of more Insurers could reduce Fund assets, causing total Fund expenses to become higher.

 

Please keep this supplement for future reference.

 

FFA-7


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Franklin Templeton VIP Founding Funds Allocation Fund

 

     Year Ended
December 31,
 
Class 1    2008     2007a  
        

Per share operating performance

    

(for a share outstanding throughout the year)

    

Net asset value, beginning of year

   $ 9.33     $ 10.00  
        

Income from investment operationsb:

    

Net investment income (loss)c,d

     0.28       (0.19 )

Net realized and unrealized gains (losses)

     (3.64 )     (0.48 )
        

Total from investment operations

     (3.36 )     (0.67 )
        

Less distributions from:

    

Net investment income

     (0.19 )      

Net realized gains

     (0.17 )      
        

Total distributions

     (0.36 )      
        

Net asset value, end of year

   $ 5.61     $ 9.33  
        

Total returne

     (35.75)%       (6.70)%  

Ratios to average net assetsf

    

Expensesg

     0.13% h     0.41%  

Net investment income (loss)

     3.81%       (0.41)%  

Supplemental data

    

Net assets, end of year (000’s)

   $ 339     $ 466  

Portfolio turnover rate

     22.09%       0.04%  

 

aFor the period July 2, 2007 (commencement of operations) to December 31, 2007.

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.

dRecognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests.

eTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total return is not annualized for periods less than one year.

fRatios are annualized for periods less than one year.

gDoes not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.65% for the year ended December 31, 2008.

hBenefit of waiver and payment by affiliate rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FFA-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Templeton VIP Founding Funds Allocation Fund

 

     Year Ended
December 31,
 
Class 2    2008     2007a  
        

Per share operating performance

    

(for a share outstanding throughout the year)

    

Net asset value, beginning of year

   $ 9.31     $ 10.00  
        

Income from investment operationsb:

    

Net investment income (loss)c,d

     0.27       (0.03 )

Net realized and unrealized gains (losses)

     (3.63 )     (0.66 )
        

Total from investment operations

     (3.36 )     (0.69 )
        

Less distributions from:

    

Net investment income

     (0.17 )      

Net realized gains

     (0.17 )      
        

Total distributions

     (0.34 )      
        

Net asset value, end of year

   $ 5.61     $ 9.31  
        

Total returne

     (35.87)%       (6.90)%  

Ratios to average net assetsf

    

Expensesg

     0.38% h     0.66%  

Net investment income (loss)

     3.56%       (0.66)%  

Supplemental data

    

Net assets, end of year (000’s)

   $ 338,320     $ 131,710  

Portfolio turnover rate

     22.09%       0.04%  

 

aFor the period July 2, 2007 (commencement of operations) to December 31, 2007.

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.

dRecognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests.

eTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total return is not annualized for periods less than one year.

fRatios are annualized for periods less than one year.

gDoes not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.65% for the year ended December 31, 2008.

hBenefit of waiver and payment by affiliate rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FFA-9


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin Templeton VIP Founding Funds Allocation Fund

 

Class 4    Period Ended
December 31,
2008
a
 

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 8.65  
        

Income from investment operationsb:

  

Net investment incomec,d

     0.19  

Net realized and unrealized gains (losses)

     (2.87 )
        

Total from investment operations

     (2.68 )
        

Less distributions from:

  

Net investment income

     (0.18 )

Net realized gains

     (0.17 )
        

Total distributions

     (0.35 )
        

Net asset value, end of period

   $ 5.62  
        

Total returne

     (30.81)%  

Ratios to average net assetsf

  

Expensesg,h

     0.48%  

Net investment income

     3.46%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 263,001  

Portfolio turnover rate

     22.09%  

 

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dRecognition of net investment income by the Fund is affected by the timing of declaration of dividends by the Underlying Funds in which the Fund invests.

eTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total return is not annualized for periods less than one year.

fRatios are annualized for periods less than one year.

gDoes not include expenses of the Underlying Funds in which the Fund invests. The annualized weighted average expense ratio of the Underlying Funds was 0.65% for the period ended December 31, 2008.

hBenefit of waiver and payment by affiliate rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

FFA-10


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Franklin Templeton VIP Founding Funds Allocation Fund    Shares    Value

Investments in Underlying Funds 98.3%a

     

Domestic Equity 32.7%

     

Mutual Shares Securities Fund, Class 1

   16,488,990    $ 196,548,762
         

Domestic Hybrid 32.9%

     

Franklin Income Securities Fund, Class 1

   17,164,578      197,907,583
         

Foreign Equity 32.7%

     

Templeton Growth Securities Fund, Class 1

   23,615,076      196,949,736
         

Total Investments in Underlying Funds (Cost $780,105,439) 98.3%

        591,406,081

Other Assets, less Liabilities 1.7%

        10,254,246
         

Net Assets 100.0%

      $ 601,660,327
         

 

aSee Note 6 regarding investments in Underlying Funds.

 

The accompanying notes are an integral part of these financial statements.

 

FFA-11


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Franklin Templeton
VIP Founding
Funds Allocation
Fund
 

Assets:

  

Investments in Underlying Funds (Note 6):

  

Cost

   $ 780,105,439  
        

Value

   $ 591,406,081  

Cash

     8,235,628  

Receivables from capital shares sold

     2,384,618  
        

Total assets

     602,026,327  
        

Liabilities:

  

Payables:

  

Capital shares redeemed

     3,086  

Affiliates

     308,329  

Reports to shareholders

     31,658  

Professional fees

     21,179  

Accrued expenses and other liabilities

     1,748  
        

Total liabilities

     366,000  
        

Net assets, at value

   $ 601,660,327  
        

Net assets consist of:

  

Paid-in capital

   $ 834,303,884  

Undistributed net investment income

     298,781  

Net unrealized appreciation (depreciation)

     (188,699,358 )

Accumulated net realized gain (loss)

     (44,242,980 )
        

Net assets, at value

   $ 601,660,327  
        

Class 1:

  

Net assets, at value

   $ 339,237  
        

Shares outstanding

     60,420  
        

Net asset value and maximum offering price per share

   $ 5.61  
        

Class 2:

  

Net assets, at value

   $ 338,320,164  
        

Shares outstanding

     60,345,825  
        

Net asset value and maximum offering price per share

   $ 5.61  
        

Class 4:

  

Net assets, at value

   $ 263,000,926  
        

Shares outstanding

     46,831,744  
        

Net asset value and maximum offering price per share

   $ 5.62  
        

 

The accompanying notes are an integral part of these financial statements.

 

FFA-12


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

       Franklin
Templeton VIP
Founding Funds
Allocation Fund
 

Investment income:

    

Dividends from Underlying Funds (Note 6)

     $ 14,821,741  
          

Expenses:

    

Administrative fees (Note 3a)

       374,990  

Distribution fees: (Note 3b)

    

Class 2

       711,406  

Class 4

       320,786  

Unaffiliated transfer agent fees

       882  

Reports to shareholders

       56,273  

Registration and filing fees

       4,721  

Professional fees

       24,065  

Trustees’ fees and expenses

       1,368  

Amortization of offering costs

       12,615  

Other

       8,355  
          

Total expenses

       1,515,461  

Expenses waived/paid by affiliates (Note 3d)

       (16,530 )
          

Net expenses

       1,498,931  
          

Net investment income

       13,322,810  
          

Realized and unrealized gains (losses):

    

Net realized gain (loss) from:

    

Sale of investments in Underlying Funds

       (44,217,326 )

Realized gain distributions by Underlying Funds

       18,279,959  
          

Net realized gain (loss) from Underlying Funds

       (25,937,367 )
          

Net change in unrealized appreciation (depreciation) on investments in Underlying Funds

       (187,235,978 )
          

Net realized and unrealized gain (loss)

       (213,173,345 )
          

Net increase (decrease) in net assets resulting from operations

     $ (199,850,535 )
          

 

The accompanying notes are an integral part of these financial statements.

 

FFA-13


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Franklin Templeton VIP Founding
Funds Allocation Fund
 
     Year Ended December 31,  
     2008     2007a  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income (loss)

   $ 13,322,810     $ (132,435 )

Net realized gain (loss) from Underlying Funds

     (25,937,367 )     (950 )

Net change in unrealized appreciation (depreciation) on investments in Underlying Funds

     (187,235,978 )     (1,463,380 )
        

Net increase (decrease) in net assets resulting from operations

     (199,850,535 )     (1,596,765 )
        

Distributions to shareholders from:

    

Net investment income:

    

Class 1

     (10,512 )      

Class 2

     (9,341,768 )      

Class 4

     (6,456,197 )      

Net realized gains:

    

Class 1

     (9,690 )      

Class 2

     (9,265,863 )      

Class 4

     (6,240,747 )      
        

Total distributions to shareholders

     (31,324,777 )      
        

Capital share transactions: (Note 2)

    

Class 1

     90,126       500,000  

Class 2

     361,467,772       133,273,194  

Class 4

     339,101,312        
        

Total capital share transactions

     700,659,210       133,773,194  
        

Net increase (decrease) in net assets

     469,483,898       132,176,429  

Net assets:

    

Beginning of year

     132,176,429        
        

End of year

   $ 601,660,327     $ 132,176,429  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 298,781     $  
        

 

aFor the period July 2, 2007 (commencement of operations) to December 31, 2007.

 

The accompanying notes are an integral part of these financial statements.

 

FFA-14


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Franklin Templeton VIP Founding Funds Allocation Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Franklin Templeton VIP Founding Funds Allocation Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. The Fund offers three classes of shares: Class 1, Class 2, and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Net asset value per share is calculated as of the close of trading of the NYSE. Investments in the Underlying Funds are valued at their closing net asset value each trading day.

 

b. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for the open tax year and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

c. 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. Estimated expenses are accrued daily. Dividend income and realized gain distributions by Underlying Funds are recorded on 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.

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

The Fund indirectly bears its proportionate share of expenses from the Underlying Funds. Since the Underlying Funds have varied expense levels and the Fund may own different proportions of the Underlying Funds at different times, the amount of expenses incurred indirectly by the Fund will vary.

 

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.

 

d. Offering Costs

 

Offering costs are amortized on a straight line basis over twelve months.

 

FFA-15


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Templeton VIP Founding Funds Allocation Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

e. Accounting Estimates

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

 

f. Guarantees and Indemnifications

 

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

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007b  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   13,307     $ 107,831     50,000     $ 500,000  

Shares issued in reinvestment of distributions

   3,776       20,201            

Shares redeemed

   (6,663 )     (37,906 )          
        

Net increase (decrease)

   10,420     $ 90,126     50,000     $ 500,000  
        
Class 2 Shares:                         

Shares sold

   47,997,548     $ 380,425,736     14,284,933     $ 134,614,945  

Shares issued in reinvestment of distributions

   3,484,575       18,607,631            

Shares redeemed

   (5,276,048 )     (37,565,595 )   (145,183 )     (1,341,751 )
        

Net increase (decrease)

   46,206,075     $ 361,467,772     14,139,750     $ 133,273,194  
        
Class 4 Shares:                         

Shares sold

   62,420,570     $ 442,309,673      

Shares issued on reinvestment of distributions

   2,373,260       12,696,943      

Shares redeemed

   (17,962,086 )     (115,905,304 )    
                    

Net increase (decrease)

   46,831,744     $ 339,101,312      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

bFor

the period July 2, 2007 (commencement of operations) to December 31, 2007.

 

FFA-16


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Templeton VIP Founding Funds Allocation Fund

 

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 trustees of the Trust are also officers and/or directors of certain of the Underlying Funds and of the following subsidiaries:

 

Subsidiary    Affiliation

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. Administrative Fees

 

The Fund pays an administrative fee to FT Services of 0.10% per year of the average daily net assets of the Fund for administrative services including monitoring and rebalancing the percentage of the Fund’s investment in the Underlying Funds.

 

b. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.35% per year of its average daily net assets of each class. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 2.

 

c. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

d. Waiver and Expense Reimbursements

 

FT Services agreed in advance to waive all or a portion of its fees and to assume payment of other expenses through April 30, 2009. Total expenses waived or paid are not subject to reimbursement by the Fund subsequent to the Fund’s fiscal year end. After April 30, 2009, FT Services may discontinue this waiver at any time upon notice to the Fund’s Board of Trustees.

 

4. INCOME TAXES

 

For tax purposes, realized capital losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses of $24,704.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from:

     

Ordinary Income

   $ 15,846,479    $               —

Long term capital gain

     15,478,298     
      
   $ 31,324,777    $   —
      

 

FFA-17


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Templeton VIP Founding Funds Allocation Fund

 

4. INCOME TAXES (continued)

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation) and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 824,323,716  
        

Unrealized appreciation

   $  

Unrealized depreciation

     (232,917,635 )
        

Net unrealized appreciation (depreciation)

   $ (232,917,635 )
        

Distributable earnings – undistributed ordinary income

   $ 298,781  
        

 

Net investment income (loss) differs for financial statement and tax purposes primarily due to differing treatments of offering costs and short term capital gains distributions from Underlying Funds.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales and short term capital gains distributions from Underlying Funds.

 

5. INVESTMENT TRANSACTIONS

 

Purchases and sales of Underlying Funds (excluding short term securities) for the year ended December 31, 2008, aggregated $776,316,891 and $83,383,774, respectively.

 

6. INVESTMENTS IN UNDERLYING FUNDS

 

The Fund invests primarily in the Underlying Funds which are managed by Franklin Advisers, Inc. (Advisers), an affiliate of FT Services, or an affiliate of Advisers. The Fund does not invest in the Underlying Funds for the purpose of exercising management or control. At December 31, 2008, the Fund held the following positions which exceed 5% of the Underlying Funds’ shares outstanding:

 

Name of Issuer

   % of Shares Held  

Templeton Growth Securities Fund, Class 1

   10.17 %

Mutual Shares Securities Fund, Class 1

   5.28 %

 

The Fund may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Advisers. Pursuant to a SEC exemptive order specific to the Fund’s investment in the Sweep Money Fund, administrative fees are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund.

 

7. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

FFA-18


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin Templeton VIP Founding Funds Allocation Fund

 

7. FAIR VALUE MEASUREMENTS (continued)

 

SFAS 157 establishes a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Trust’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

At December 31, 2008, all of the Fund’s investments in securities carried at fair value were in Level 1 inputs.

 

8. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

FFA-19


Franklin Templeton Variable Insurance Products Trust

 

Franklin Templeton VIP Founding Funds Allocation Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin Templeton VIP Founding Funds Allocation Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for the year then ended and for the period July 2, 2007 (commencement of operations) through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of investments in the Underlying Funds at December 31, 2008 by correspondence with the transfer agent of the Underlying Funds, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

FFA-20


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Franklin Templeton VIP Founding Funds Allocation Fund

 

Under Section 852(b)(3)(C) of the Internal Revenue Code (Code), the Fund designates the maximum amount allowable but no less than $15,478,298 as a long term capital gain dividend for the fiscal year ended December 31, 2008.

 

Under Section 854(b)(2) of the Code, the Fund designates 24.68% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended December 31, 2008.

 

FFA-21


FRANKLIN U.S. GOVERNMENT FUND

 

This annual report for Franklin U.S. Government Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   +7.59%    +5.00%    +5.55%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was +5.14%.

 

Total Return Index Comparison for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Barclays Capital (BC) U.S. Government: Intermediate Index and the Lipper VIP General U.S. Government Funds Classification Average, as well as the Consumer Price Index (CPI). One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Sources: © 2009 Morningstar; Lipper Inc. Please see Index Descriptions following the Fund Summaries.

 

Franklin U.S. Government Fund – Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

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Fund Goal and Main Investments: Franklin U.S. Government Fund seeks income. The Fund normally invests at least 80% of its net assets in U.S. government securities and normally invests primarily in fixed and variable rate mortgage-backed securities, a significant to substantial portion of which is Ginnie Maes.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. Compared with its benchmarks for the same period, the Fund underperformed the BC U.S. Government: Intermediate Index’s +10.43% return and outperformed the Lipper VIP General U.S. Government Funds Classification Average’s +3.86% return.1

 

Economic and Market Overview

 

In 2008, economic conditions deteriorated. The Conference Board’s Consumer Confidence Index fell to an all-time low since it began in 1967 as the U.S. economy faltered and stock markets declined. The government’s abrupt conservatorship of Fannie Mae and Freddie Mac and the failure of several blue-chip banks and financial institutions roiled equity markets. Despite government interventions and massive emergency funding, the nation’s economic troubles were exacerbated as manufacturing activity weakened at its fastest pace in nearly 30 years and as home prices continued to fall. Jobless claims mounted and the unemployment rate rose to 7.2% by period-end.2 Economic growth, as measured by gross domestic product (GDP) rebounded from a 0.9% annualized rate in the first quarter of 2008 to a 2.8% annualized pace in the second quarter, largely due to strong exports and government spending. However, in the third and fourth quarters of 2008, GDP fell at annualized rates of 0.5% and an estimated 3.8%, reflecting a broad-based contraction in consumer spending, falling corporate profits and slowing export growth.

 

Oil prices soared to a record high in July, rising above $145 per barrel, before dramatically retreating to $45 by period-end. Many other commodities such as agricultural products and precious and base metals followed similar trends. Partially as a result of the steep price corrections, inflation declined significantly late in the review period, and December’s inflation rate was an annualized 0.1%.2 Core inflation,

 

1. Sources: © 2009 Morningstar; Lipper, Inc. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

2. Source: Bureau of Labor Statistics.

 

Fund Risks: Interest rate movements and mortgage prepayment rates may impact the Fund’s share price and yield. Bond prices generally move in the opposite direction of interest rates. Thus, as prices of bonds in the Fund’s portfolio adjust to a rise in interest rates, the Fund’s share price may decline. U.S. government securities owned by the Fund, but not shares of the Fund, may be guaranteed by the U.S. government, its agencies or instrumentalities as to the timely payment of principal and interest. The Fund’s yield and share price are not guaranteed and will fluctuate with market conditions. The Fund’s prospectus also includes a description of the main investment risks.

 

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which excludes food and energy costs, rose at a 1.8% annual rate; this level was within the Federal Reserve Board’s (Fed’s) informal target range of 1.5%–2.0%.2 The core personal consumption expenditures price index reported a 12-month increase of 1.7%.3

 

A slowing economy and decelerating inflation prompted policymakers to further lower interest rates and enact stimulus plans. During the year under review, the Fed lowered the federal funds target rate to a range of 0% to 0.25% from 4.25% at the start of the reporting period. The Fed and U.S. Treasury Department also introduced new programs such as the Primary Dealer Credit Facility (PDCF) and the Troubled Asset Relief Program (TARP), which were intended to stimulate market liquidity.

 

Volatility remained high throughout the reporting period but intensified in the latter half of the year as stocks fluctuated wildly, Treasury prices soared and yields across the maturity spectrum plummeted. Investors drove the yield on the three-month Treasury bill to a multi-decade low, and LIBOR (London InterBank Offered Rate) rates, which banks charge one another for loans, jumped to record highs. Fixed income spreads were generally wide relative to Treasury yields over the period due to heightened market turbulence and risk aversion. The yield curve steepened and the spread between the two-year Treasury yield and the 10-year Treasury yield increased to 149 basis points (100 basis points equal one percentage point) at the end of December from 99 basis points at the beginning of the reporting period. The two-year Treasury bill yield fell from 3.05% to 0.76% over the 12-month period. Over the same period, the 10-year U.S. Treasury note yield fell from 4.04% to 2.25%.

 

Investment Strategy

 

Using our straightforward investment approach, we seek to produce current income with a high degree of credit safety from a conservatively managed portfolio of U.S. government securities. Analyzing securities using proprietary and nonproprietary research, we seek to identify attractive investment opportunities.

 

Manager’s Discussion

 

During the 12-month period ended December 31, 2008, the fixed income market experienced extraordinary volatility and uncertainty. At times, positive developments in the financials sector, together with substantial fiscal and monetary stimulus, set a more constructive tone for

 

3. Source: Bureau of Economic Analysis.

LOGO

 

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments.

 

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fixed income markets, but overall conditions remained challenging as concerns lingered over financial market and economic stability. Ginnie Mae (GNMA) securities were somewhat protected from recent market turbulence due to their premium status as a result of their explicit government guarantee.

 

During the review period, consistent with our investment strategy, we continued to dedicate a portion of our investments primarily to Ginnie Mae (GNMA) mortgage-backed securities, which are guaranteed by the full faith and credit of the U.S. government. However, over the period, GNMA MBS slightly lagged their conventional Fannie Mae (FNMA) and Freddie Mac (FHLMC) MBS counterparts, and underperformed comparable high credit-quality U.S. Treasuries.

 

A fundamental part of our strategy is to uncover dislocations across GNMA markets and risk repricing that we think offer value. As the primary risk for GNMA investors is prepayment risk — the risk of uncertain cash flows caused by prepayments in the underlying mortgages — we actively sought to uncover those areas of the market where we believed repriced risk may have offered value. While housing market volatility did not affect GNMA credit quality, it impacted prepayment characteristics.

 

Throughout the year we strategically adjusted our allocations as mortgage rates and credit availability fluctuated. For most of the reporting period, as tightening credit standards and a pullback in housing and refinancing activity led to a decline in prepayments across all coupons and program types, we maintained a bias toward premium coupons versus discounts, as we continued to believe the income we earned from these securities should continue as the rate of prepayments waned.

 

During the review period, we were committed to evaluating opportunities across the GNMA sector and coupon spectrum to isolate those securities that we felt offered the best total return potential. As our research led us to believe that income should continue to drive GNMA performance, we generally looked for opportunities in 30-year collateral bonds as opposed to their 15-year counterparts. At period-end, the Fund’s GNMA assets were allocated between the two tiers of the GNMA market, the GNMA I (comprising single-issuer pools) and GNMA II (comprising multiple-issuer pools) programs, as they have been in the past. However, throughout the reporting period we made incremental adjustments to the portfolio, and by period-end we had slightly reduced

 

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our weighting in GNMA I securities relative to the GNMA IIs, because in our view, valuations between the two sectors were misaligned.

 

Thank you for your participation in Franklin U.S. Government Fund. We look forward to serving your future investment needs.

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, the end of the reporting period. The way we implement our main investment strategies and the resulting portfolio holdings may change depending on factors such as market and economic conditions. These opinions may not be relied upon as investment advice or an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but the investment manager makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

 

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Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown below would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Franklin U.S. Government Fund – Class 4

 

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Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

  

Ending

Account

Value 12/31/08

   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 1,059.60    $ 4.56

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,020.71    $ 4.47

 

*Expenses are calculated using the most recent six-month annualized expense ratio for the Fund’s Class 4 shares (0.88%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

FUS-7


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Franklin U.S. Government Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 12.89     $ 12.69     $ 12.75     $ 12.99     $ 13.22  
        

Income from investment operationsa:

          

Net investment incomeb

     0.58       0.61       0.59       0.54       0.51  

Net realized and unrealized gains (losses)

     0.39       0.22       (0.07 )     (0.20 )     (0.05 )
        

Total from investment operations

     0.97       0.83       0.52       0.34       0.46  
        

Less distributions from net investment income

     (0.67 )     (0.63 )     (0.58 )     (0.58 )     (0.69 )
        

Net asset value, end of year

   $ 13.19     $ 12.89     $ 12.69     $ 12.75     $ 12.99  
        

Total returnc

     7.91%       6.85%       4.31%       2.65%       3.71%  

Ratios to average net assets

          

Expensesd

     0.53%       0.53%       0.54%       0.52%       0.54%  

Net investment income

     4.54%       4.83%       4.67%       4.18%       3.90%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 173,018     $ 167,700     $ 187,867     $ 217,165     $ 259,833  

Portfolio turnover rate

     17.06%       27.50%       23.46%       21.46%       75.93%  

Portfolio turnover rate excluding mortgage dollar rollse

     17.06%       27.50%       23.46%       15.62%       33.63%  

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

eSee Note 1(d) regarding mortgage dollar rolls.

 

The accompanying notes are an integral part of these financial statements.

 

FUS-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin U.S. Government Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 12.71     $ 12.52     $ 12.59     $ 12.84     $ 13.08  
        

Income from investment operationsa:

          

Net investment incomeb

     0.54       0.57       0.55       0.50       0.47  

Net realized and unrealized gains (losses)

     0.38       0.22       (0.07 )     (0.20 )     (0.04 )
        

Total from investment operations

     0.92       0.79       0.48       0.30       0.43  
        

Less distributions from net investment income

     (0.64 )     (0.60 )     (0.55 )     (0.55 )     (0.67 )
        

Net asset value, end of year

   $ 12.99     $ 12.71     $ 12.52     $ 12.59     $ 12.84  
        

Total returnc

     7.59%       6.61%       4.02%       2.40%       3.48%  

Ratios to average net assets

          

Expensesd

     0.78%       0.78%       0.79%       0.77%       0.79%  

Net investment income

     4.29%       4.58%       4.42%       3.93%       3.65%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 450,603     $ 379,386     $ 374,323     $ 379,662     $ 332,373  

Portfolio turnover rate

     17.06%       27.50%       23.46%       21.46%       75.93%  

Portfolio turnover rate excluding mortgage dollar rollse

     17.06%       27.50%       23.46%       15.62%       33.63%  

 

 

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.

c Total return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

eSee Note 1(d) regarding mortgage dollar rolls.

 

The accompanying notes are an integral part of these financial statements.

 

FUS-9


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Franklin U.S. Government Fund

 

Class 4    Period Ended
December 31,
2008
a
 
        

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 13.19  
        

Income from investment operationsb:

  

Net investment incomec

     0.45  

Net realized and unrealized gains (losses)

     0.18  
        

Total from investment operations

     0.63  
        

Less distributions from net investment income

     (0.67 )
        

Net asset value, end of period

   $ 13.15  
        

Total returnd

     5.14%  

Ratios to average net assetse

  

Expenses

     0.88%  

Net investment income

     4.19%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 5  

Portfolio turnover rate

     17.06%  

 

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total return is not annualized for periods less than one year.

eRatios are annualized for periods less than one year.

 

The accompanying notes are an integral part of these financial statements.

 

FUS-10


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Franklin U.S. Government Fund    Principal
Amount
     Value

Mortgage-Backed Securities 67.8%

       

aFederal Home Loan Mortgage Corp. (FHLMC) Adjustable Rate 0.1%

       

FHLMC, 5.296%, 6/01/22

   $ 217,173      $ 216,408

FHLMC, 5.956%, 2/01/19

     152,939        154,421
           
          370,829
           

Federal Home Loan Mortgage Corp. (FHLMC) Fixed Rate 7.4%

       

FHLMC Gold 30 Year, 5.00%, 9/01/33 - 4/01/34

     8,701,379        8,912,850

FHLMC Gold 30 Year, 5.00%, 6/01/37

     6,367,056        6,515,202

FHLMC Gold 30 Year, 5.50%, 7/01/33 - 1/01/35

     4,187,321        4,295,707

FHLMC Gold 30 Year, 5.50%, 11/01/34

     9,152,664        9,387,591

FHLMC Gold 30 Year, 6.00%, 1/01/24 - 8/01/35

     9,467,213        9,786,524

FHLMC Gold 30 Year, 6.50%, 11/01/23 - 5/01/35

     3,604,786        3,767,312

FHLMC Gold 30 Year, 7.00%, 4/01/24 - 10/01/32

     1,242,674        1,303,418

FHLMC Gold 30 Year, 7.50%, 12/01/22 - 5/01/24

     71,389        75,488

FHLMC Gold 30 Year, 8.00%, 7/01/21 - 5/01/22

     50,844        53,842

FHLMC Gold 30 Year, 8.50%, 7/01/21 - 7/01/31

     1,809,247        1,956,051

FHLMC PC 30 Year, 8.00%, 1/01/17 - 9/01/17

     10,837        11,437

FHLMC PC 30 Year, 8.50%, 9/01/20

     2,559        2,747
           
            46,068,169
           

aFederal National Mortgage Association (FNMA) Adjustable Rate 0.4%

       

FNMA, 4.927%, 9/01/18

     434,357        433,318

FNMA, 5.01%, 1/01/18

     1,331,890        1,324,319

FNMA, 5.072%, 2/01/19

     198,822        199,301

FNMA, 6.329%, 7/01/19

     172,004        175,438

FNMA, 6.476%, 3/01/20

     121,923        127,379
           
          2,259,755
           

Federal National Mortgage Association (FNMA) Fixed Rate 13.5%

       

FNMA 15 Year, 5.50%, 6/01/16 - 11/01/17

     1,513,926        1,567,995

FNMA 15 Year, 6.00%, 8/01/17 - 9/01/17

     1,621,969        1,689,200

FNMA 30 Year, 5.00%, 3/01/34 - 7/01/35

     8,986,632        9,192,071

FNMA 30 Year, 5.50%, 12/01/32 - 8/01/35

     16,245,456        16,690,739

FNMA 30 Year, 6.00%, 1/01/24 - 12/01/34

     2,989,981        3,086,009

FNMA 30 Year, 6.00%, 2/01/36

     7,002,249        7,218,085

FNMA 30 Year, 6.00%, 2/01/36

     7,401,770        7,629,921

FNMA 30 Year, 6.00%, 3/01/36

     12,461,194        12,845,296

FNMA 30 Year, 6.00%, 2/01/37

     6,687,065        6,892,810

FNMA 30 Year, 6.50%, 1/01/24 - 8/01/32

     3,157,828        3,306,740

FNMA 30 Year, 6.50%, 9/01/36

     7,121,715        7,406,583

FNMA 30 Year, 7.50%, 4/01/23 - 8/01/25

     132,199        140,409

FNMA 30 Year, 8.00%, 7/01/16 - 2/01/25

     292,822        310,420

FNMA 30 Year, 8.50%, 10/01/19 - 8/01/21

     5,395        5,804

FNMA 30 Year, 9.00%, 10/01/26

     639,903        700,941

FNMA GL 30 Year, 8.00%, 8/01/19 - 6/01/20

     69,028        73,959

FNMA PL 30 Year, 5.50%, 4/01/34

     5,310,744        5,441,208
           
          84,198,190
           

Government National Mortgage Association (GNMA) Fixed Rate 46.4%

       

bGNMA I SF 30 Year, 4.50%, 1/01/39

     3,900,000        3,970,687

GNMA I SF 30 Year, 5.00%, 6/15/30 - 9/15/36

     31,067,025        31,970,820

GNMA I SF 30 Year, 5.50%, 11/15/28 - 8/15/38

     41,810,656        43,200,781

GNMA I SF 30 Year, 5.50%, 4/15/37

     8,576,968        8,855,010

bGNMA I SF 30 Year, 6.00%, 11/15/23 - 9/15/38

     39,658,735        41,026,240

 

FUS-11


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin U.S. Government Fund    Principal
Amount
     Value

Mortgage-Backed Securities (continued)

       

Government National Mortgage Association (GNMA) Fixed Rate (continued)

       

GNMA I SF 30 Year, 6.00%, 2/15/37

   $ 6,092,236      $ 6,297,793

GNMA I SF 30 Year, 6.50%, 5/15/23 - 9/15/38

     11,203,618        11,755,339

GNMA I SF 30 Year, 7.00%, 3/15/22 - 1/15/32

     2,773,738        2,941,689

GNMA I SF 30 Year, 7.50%, 2/15/17 - 8/15/33

     2,515,386        2,670,813

GNMA I SF 30 Year, 8.00%, 2/15/17 - 6/15/24

     750,368        799,348

GNMA I SF 30 Year, 8.25%, 4/15/25

     20,917        22,325

GNMA I SF 30 Year, 8.50%, 6/15/22 - 12/15/24

     215,749        230,808

GNMA I SF 30 Year, 9.00%, 6/15/16 - 5/15/20

     85,179        91,169

GNMA I SF 30 Year, 9.50%, 7/15/16 - 6/15/21

     276,240        300,532

GNMA I SF 30 Year, 10.00%, 10/15/17 - 8/15/21

     184,422        204,975

GNMA II SF 30 Year, 5.00%, 9/20/33

     8,591,646        8,816,612

GNMA II SF 30 Year, 5.00%, 10/20/33 - 6/20/38

     7,830,038        8,041,490

GNMA II SF 30 Year, 5.00%, 8/20/35

     7,823,547        8,033,710

GNMA II SF 30 Year, 5.50%, 5/20/34 - 7/20/38

     41,835,368        43,083,966

GNMA II SF 30 Year, 5.50%, 2/20/36

     22,036,818        22,691,658

GNMA II SF 30 Year, 6.00%, 11/20/23 - 12/20/38

     14,588,223        15,062,311

bGNMA II SF 30 Year, 6.00%, 1/01/30

     7,900,000        8,129,613

GNMA II SF 30 Year, 6.00%, 9/20/34

     6,966,758        7,189,516

GNMA II SF 30 Year, 6.00%, 1/20/36

     10,223,592        10,546,154

GNMA II SF 30 Year, 6.50%, 12/20/27 - 4/20/34

     2,969,696        3,124,699

GNMA II SF 30 Year, 7.00%, 5/20/32

     49,039        51,334

GNMA II SF 30 Year, 7.50%, 5/20/17 - 5/20/33

     538,576        569,205

GNMA II SF 30 Year, 8.00%, 7/20/16 - 8/20/26

     46,811        49,785

GNMA II SF 30 Year, 9.50%, 4/20/25

     3,285        3,605
           
          289,731,987
           

Total Mortgage-Backed Securities (Cost $411,971,713)

          422,628,930
           

U.S. Government and Agency Securities 27.7%

       

FFCB, 4.45%, 8/27/10

     15,000,000        15,848,880

FHLB,
2.75%, 6/18/10

     6,000,000        6,164,316

3.625%, 5/29/13

     4,500,000        4,721,729

4.875%, 5/14/10

     10,000,000        10,549,660

5.125%, 8/14/13

     11,000,000        12,281,258

5.375%, 8/19/11

     12,000,000        13,194,276

FHLMC, 5.125%, 11/17/17

     10,000,000        11,607,630

cFICO,
15, Strip, 3/07/16

     15,000,000        11,808,270

16, Strip, 10/05/10

     4,745,000        4,653,384

FNMA, 2.875%, 10/12/10

     29,500,000        30,441,257

HUD, 96-A,
7.63%, 8/01/14

     2,080,000        2,085,593

7.66%, 8/01/15

     2,350,000        2,356,340

SBA,
1995-20L, 1, PC, 6.45%, 12/01/15

     668,378        696,754

1996-20L, 1, PC, 6.70%, 12/01/16

     740,516        775,169

1997-20G, 1, PC, 6.85%, 7/01/17

     837,069        862,290

1998-20I, 1, PC, 6.00%, 9/01/18

     2,366,984        2,439,502

aFRN, 4.60%, 6/25/19

     448,885        437,592

aFRN, 4.875%, 3/25/18

     727,621        733,928

TVA,
5.88%, 4/01/36

     10,000,000        12,924,900

zero cpn. to 4/15/12, 8.25% thereafter, 4/15/42

     6,000,000        5,818,678

 

FUS-12


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Franklin U.S. Government Fund    Principal
Amount
     Value  

U.S. Government and Agency Securities (continued)

       

U.S. Treasury Note,
3.125%, 8/31/13

   $ 12,000,000      $ 12,942,192  

4.75%, 5/15/14

     8,000,000        9,416,880  
             

Total U.S. Government and Agency Securities (Cost $156,059,153)

          172,760,478  
             

Total Investments before Short Term Investments (Cost $568,030,866)

          595,389,408  
             

Short Term Investments (Cost $31,426,297) 5.0%

       

Repurchase Agreements 5.0%

       

dJoint Repurchase Agreement, 0.019%, 1/02/09 (Maturity Value $31,426,331)

     31,426,297        31,426,297  

Banc of America Securities LLC (Maturity Value $4,850,339)

       

Barclays Capital Inc. (Maturity Value $4,619,671)

       

BNP Paribas Securities Corp. (Maturity Value $6,159,561)

       

Credit Suisse Securities (USA) LLC (Maturity Value $6,159,561)

       

Deutsche Bank Securities Inc. (Maturity Value $3,554,632)

       

HSBC Securities (USA) Inc. (Maturity Value $4,619,671)

       

UBS Securities LLC (Maturity Value $1,462,896)

       

Collateralized by U.S. Government Agency Securities, 3.50% - 7.00%, 6/15/09 - 5/20/22; cU.S. Government Agency Discount Notes,1/05/09 - 10/19/09; cU.S. Treasury Bills, 1/15/09; and U.S. Treasury Notes, 0.875% - 4.625%, 7/15/09 - 2/28/11

       
             

Total Investments (Cost $599,457,163) 100.5%

          626,815,705  

Other Assets, less Liabilities (0.5)%

          (3,189,845 )
             

Net Assets 100.0%

        $ 623,625,860  
             

 

See Abbreviations on page FUS-22.

 

 

 

aThe coupon rate shown represents the rate at period end.

bA portion or all of the security purchased on a TBA basis. See Note 1(c).

cThe security is traded on a discount basis with no stated coupon rate.

dSee Note 1(b) regarding joint repurchase agreement.

 

The accompanying notes are an integral part of these financial statements.

 

FUS-13


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Franklin U.S.
Government Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 568,030,866  

Cost - Repurchase agreements

     31,426,297  
        

Total cost of investments

   $ 599,457,163  
        

Value - Unaffiliated issuers

   $ 595,389,408  

Value - Repurchase agreements

     31,426,297  
        

Total value of investments

     626,815,705  

Receivables:

  

Investment securities sold

     8,148,650  

Capital shares sold

     1,102,226  

Interest

     3,405,377  
        

Total assets

     639,471,958  
        

Liabilities:

  

Payables:

  

Investment securities purchased

     15,055,797  

Capital shares redeemed

     217,945  

Affiliates

     440,786  

Accrued expenses and other liabilities

     131,570  
        

Total liabilities

     15,846,098  
        

Net assets, at value

   $ 623,625,860  
        

Net assets consist of:

  

Paid-in capital

   $ 586,060,901  

Undistributed net investment income

     25,082,928  

Net unrealized appreciation (depreciation)

     27,358,542  

Accumulated net realized gain (loss)

     (14,876,511 )
        

Net assets, at value

   $ 623,625,860  
        

Class 1:

  

Net assets, at value

   $ 173,017,543  
        

Shares outstanding

     13,118,397  
        

Net asset value and maximum offering price per share

   $ 13.19  
        

Class 2:

  

Net assets, at value

   $ 450,603,332  
        

Shares outstanding

     34,686,689  
        

Net asset value and maximum offering price per share

   $ 12.99  
        

Class 4:

  

Net assets, at value

   $ 4,985  
        

Shares outstanding

     379  
        

Net asset value and maximum offering price per share

   $ 13.15  
        

 

The accompanying notes are an integral part of these financial statements.

 

FUS-14


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Franklin U.S.
Government Fund
 

Investment income:

  

Interest

   $ 28,913,005  
        

Expenses:

  

Management fees (Note 3a)

     2,814,257  

Distribution fees: (Note 3c)

  

Class 2

     1,017,652  

Class 4

     14  

Unaffiliated transfer agent fees

     881  

Custodian fees (Note 4)

     9,614  

Reports to shareholders

     145,134  

Professional fees

     31,482  

Trustees’ fees and expenses

     2,598  

Other

     28,586  
        

Total expenses

     4,050,218  

Expense reductions (Note 4)

     (2 )
        

Net expenses

     4,050,216  
        

Net investment income

     24,862,789  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from investments

     (160,442 )

Net change in unrealized appreciation (depreciation) on investments

     18,507,270  
        

Net realized and unrealized gain (loss)

     18,346,828  
        

Net increase (decrease) in net assets resulting from operations

   $ 43,209,617  
        

 

The accompanying notes are an integral part of these financial statements.

 

FUS-15


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Franklin U.S.
Government Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 24,862,789     $ 26,302,871  

Net realized gain (loss) from investments

     (160,442 )     (209,663 )

Net change in unrealized appreciation (depreciation) on investments

     18,507,270       10,101,095  
        

Net increase (decrease) in net assets resulting from operations

     43,209,617       36,194,303  
        

Distributions to shareholders from net investment income:

    

Class 1

     (8,197,357 )     (8,563,032 )

Class 2

     (19,267,295 )     (18,820,597 )

Class 4

     (253 )      
        

Total distributions to shareholders

     (27,464,905 )     (27,383,629 )
        

Capital share transactions: (Note 2)

    

Class 1

     1,035,597       (23,075,720 )

Class 2

     59,754,476       (839,107 )

Class 4

     5,000        
        

Total capital share transactions

     60,795,073       (23,914,827 )
        

Net increase (decrease) in net assets

     76,539,785       (15,104,153 )

Net assets:

    

Beginning of year

     547,086,075       562,190,228  
        

End of year

   $ 623,625,860     $ 547,086,075  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 25,082,928     $ 26,976,620  
        

 

The accompanying notes are an integral part of these financial statements.

 

FUS-16


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Franklin U.S. Government Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Franklin U.S. Government Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. At December 31, 2008, 74.38% of the Fund’s shares were held through one insurance company. The Fund offers three classes of shares: Class 1, Class 2, and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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.

 

Government securities, mortgage pass-through securities, other mortgage-backed securities, collateralized mortgage obligations and asset-backed securities generally trade in the over-the-counter market rather than on a securities exchange. The Trust may utilize independent pricing services, quotations from bond dealers, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Trust’s pricing services may use valuation models or matrix pricing which considers information with respect to comparable bond and note transactions, quotations from bond dealers, or by reference to other securities that are considered comparable in such characteristics as rating, interest rate and maturity date, option adjusted spread models, prepayment projections, interest rate spreads and yield curves, to determine current value.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security 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. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Joint Repurchase Agreement

 

The Fund may enter into a joint repurchase agreement whereby its uninvested cash balance is deposited into a joint cash account with other funds managed by the investment manager or an affiliate of the investment manager and is used to invest in one or more repurchase agreements. The value and face amount of the joint repurchase agreement are allocated to the funds based on their pro-rata interest. A repurchase agreement is accounted for as a loan by the fund to the seller, collateralized by securities which are delivered to the fund’s custodian. The market value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the funds, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. The joint repurchase agreement held by the Fund at year end had been entered into on December 31, 2008. The joint repurchase agreement is valued at cost.

 

FUS-17


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin U.S. Government Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

c. Securities Purchased on a TBA Basis

 

The Fund may purchase securities on a to-be-announced (TBA) basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Fund will generally purchase these securities with the intention of holding the securities, it may sell the securities before the settlement date. Sufficient assets have been segregated for these securities.

 

d. Mortgage Dollar Rolls

 

The Fund may enter into mortgage dollar rolls, typically on a TBA basis. Mortgage dollar rolls are agreements between the Fund and a financial institution to simultaneously sell and repurchase mortgage-backed securities at a future date. Gains or losses are realized on the initial sale, and the difference between the repurchase price and the sale price is recorded as an unrealized gain or loss to the fund upon entering into the mortgage dollar roll. In addition, the Fund may invest the cash proceeds that are received from the initial sale. During the period between the sale and repurchase, the Fund is not entitled to principal and interest paid on the mortgage backed securities. The risks of mortgage dollar roll transactions include the potential inability of the counterparty to fulfill its obligations.

 

e. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

f. Security Transactions, Investment Income, Expenses and Distributions

 

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. 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.

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

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.

 

FUS-18


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin U.S. Government Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

h. Guarantees and Indemnifications

 

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

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   1,508,316     $ 19,454,640     191,572     $ 2,420,954  

Shares issued in reinvestment of distributions

   670,267       8,197,357     707,689       8,563,032  

Shares redeemed

   (2,067,820 )     (26,616,400 )   (2,694,671 )     (34,059,706 )
        

Net increase (decrease)

   110,763     $ 1,035,597     (1,795,410 )   $ (23,075,720 )
        
Class 2 Shares:                         

Shares sold

   13,882,490     $ 175,369,056     6,944,293     $ 86,774,866  

Shares issued in reinvestment of distributions

   1,597,620       19,267,295     1,576,264       18,820,597  

Shares redeemed

   (10,646,552 )     (134,881,875 )   (8,564,549 )     (106,434,570 )
        

Net increase (decrease)

   4,833,558     $ 59,754,476     (43,992 )   $ (839,107 )
        
Class 4 Shares:                         

Shares sold

   379     $ 5,000      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Advisers, Inc. (Advisers)

   Investment manager

Franklin Templeton Services, LLC (FT Services)

   Administrative manager

Franklin Templeton Distributors, Inc. (Distributors)

   Principal underwriter

Franklin Templeton Investor Services, LLC (Investor Services)

   Transfer agent

 

FUS-19


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin U.S. Government Fund

 

3. TRANSACTIONS WITH AFFILIATES (continued)

 

a. Management Fees

 

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

 

Annualized Fee Rate    Net Assets
0.625%   

Up to and including $100 million

0.500%   

Over $100 million, up to and including $250 million

0.450%   

Over $250 million, up to and including $7.5 billion

0.440%   

Over $7.5 billion, up to and including $10 billion

0.430%   

Over $10 billion, up to and including $12.5 billion

0.420%   

Over $12.5 billion, up to and including $15 billion

0.400%   

In excess of $15 billion

 

b. Administrative Fees

 

Under an agreement with Advisers, FT Services provides administrative services to the Fund. The fee is paid by Advisers based on average daily net assets, and is not an additional expense of the Fund.

 

c. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.35% per year of its average daily net assets of each class. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 2.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

5. INCOME TAXES

 

For tax purposes, capital losses may be carried over to offset future capital gains, if any. At December 31, 2008, the capital loss carryforwards were as follows:

 

Capital loss carryforwards expiring in:

  

2011

   $ 4,558,723

2012

     3,331,578

2013

     2,102,640

2014

     1,618,397

2015

     2,329,071

2016

     841,479
      
   $ 14,781,888
      

 

FUS-20


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin U.S. Government Fund

 

5. INCOME TAXES (continued)

 

On December 31, 2008, the Fund had expired capital loss carryforwards of $5,752,213, which were reclassified to paid-in capital.

 

For tax purposes, realized capital losses, occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses of $93,640.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from – ordinary income:

   $ 27,464,905    $ 27,383,629
      

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation), and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 600,065,360  
        

Unrealized appreciation

   $ 27,119,730  

Unrealized depreciation

     (369,385 )
        

Net unrealized appreciation (depreciation)

   $ 26,750,345  
        

Distributable earnings – undistributed ordinary income

   $ 25,690,142  
        

 

Net investment income differs for financial statement and tax purposes primarily due to differing treatments of mortgage dollar rolls, paydown losses and bond discounts and premiums.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales, mortgage dollar rolls, paydown losses and bond discounts and premiums.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $138,082,157 and $91,983,224, respectively.

 

7. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

FUS-21


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Franklin U.S. Government Fund

 

7. FAIR VALUE MEASUREMENTS (continued)

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

At December 31, 2008, all of the Fund’s investments in securities carried at fair value were in Level 2 inputs.

 

8. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with certain other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

 

 

ABBREVIATIONS

 

Selected Portfolio

FFCB - Federal Farm Credit Bank

FHLB - Federal Home Loan Bank

FICO - Financing Corp.

FRN - Floating Rate Note

GL - Government Loan

HUD - Housing and Urban Development

PC - Participation Certificate

PL - Project Loan

SBA - Small Business Administration

SF - Single Family

TVA - Tennessee Valley Authority

 

 

FUS-22


Franklin Templeton Variable Insurance Products Trust

 

Franklin U.S. Government Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of

Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Franklin U.S. Government Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

FUS-23


MUTUAL DISCOVERY SECURITIES FUND

 

This annual report for Mutual Discovery Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   -28.50%    +6.39%    +8.19%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -23.48%.

 

Total Return Index Comparison

for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Standard & Poor’s 500 Index (S&P 500) and the Morgan Stanley Capital International (MSCI) World Index. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Mutual Discovery Securities Fund – Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

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Fund Goal and Main Investments: Mutual Discovery Securities Fund seeks capital appreciation. The Fund normally invests primarily in U.S. and foreign equity securities that the manager believes are undervalued. The Fund also invests, to a lesser extent, in risk arbitrage securities and distressed companies.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. Compared with its benchmarks, the Fund performed better than the S&P 500, which had -37.00% total return, and the MSCI World Index, which had a -40.33% total return for the same period.1

 

Economic and Market Overview

 

The U.S. experienced a marked slowdown in gross domestic product (GDP) growth as housing prices declined, consumer demand softened, and a credit crisis originally related to U.S. subprime loan losses intensified and spread globally. Although GDP growth rebounded in the second quarter of 2008, largely due to fiscal stimulus, the domestic economy contracted in the third and fourth quarters. Fear of recession spanned the entire period, and in the summer most economists agreed that a recession had already begun. By then, the faltering U.S. economy — which is the world’s largest and accounts for roughly 25% of global GDP — had negatively impacted growth prospects around the world. Although signs of a global slowdown surfaced in the latter half of the reporting period, in the first half growth remained robust in developing economies, particularly in Asia.

 

The China-led demand for oil, natural gas, and industrial and agricultural commodities propelled commodity prices and those of related equities to higher levels. The steep rise in the price of oil, which peaked at $145 per barrel in early July, was one of the most extreme market trends during the year. As a result, oil was a major focus of attention due to its impact on everything from inflation to corporate earnings to consumer spending. The price boom for commodities in general was broadly based and included natural gas, precious metals and most agricultural and industrial commodities, all of which added to global inflationary pressures. In this environment, the world’s monetary authorities faced the choice of lowering short-term interest rates to stimulate growth or raising them to fight rising inflation. Stimulus provided

 

1. Source: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

 

Fund Risks: The Fund’s investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. Investments in companies involved in mergers, liquidations, reorganizations and distressed bankruptcy, which may include defaulted debt, involve higher credit and other risks. Foreign investing, especially in emerging markets, involves additional risks, including currency fluctuations, economic instability, market volatility, and political and social instability. Smaller and midsize company securities involve special risks, such as relatively small revenues, limited product lines and small market share. The Fund’s prospectus also includes a description of the main investment risks.

 

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through fiscal and monetary policies implemented around the globe sought to restore financial market stability and reignite economic growth.

 

The U.S. Treasury and the Federal Reserve Board took unprecedented steps, including lowering short-term rates to near 0% from 4.25%. The eurozone had made controlling inflation its main goal and kept rates steady at 4.00% until July, when the European Central Bank (ECB) joined many of the world’s other central banks whose concerns about inflation had led them to raise rates. The potential for global recession, however, exacerbated by the virtual freeze in the global financial system in September and October, trumped inflationary concerns, and the world’s monetary authorities, including the ECB and the Bank of England, cut interest rates aggressively. The U.S. dollar, which had declined earlier in the period versus many of the world’s currencies, regained ground quickly toward period-end as a flight to the relative safety of U.S. Treasuries prevailed. The greenback appreciated 8.6% relative to most currencies during the year under review.2

 

In this challenging economic time, volatility came to define global equity markets. Virtually all local indexes ended the 12-month period with marked losses. Despite negative economic data and an outlook for decelerating corporate earnings and profit margins globally, many companies outside the financials sector retained relatively strong balance sheets.

 

Investment Strategy

 

At Mutual Series, we are committed to our distinctive value approach to investing. Our major investment strategy is investing in undervalued stocks. When selecting undervalued equities, we are attracted to fundamentally strong companies with healthy balance sheets, high-quality assets, substantial free cash flow and shareholder-oriented management teams and whose stocks are trading at discounts to our assessment of the companies’ intrinsic or business value. We also look for asset rich companies whose shares may be trading at depressed levels due to concerns over short-term earnings disappointments, litigation, management strategy or other perceived negatives. While the vast majority of our undervalued equity investments are made in publicly traded companies globally, we may invest occasionally in privately held companies as well.

 

2. Source: Federal Reserve H10 report.

 

Top 10 Sectors/Industries

Mutual Discovery Securities Fund Based on Equity Securities 12/31/08

 

      % of Total
Net Assets
Tobacco    16.9%
Food Products    5.8%
Insurance    4.1%
Industrial Conglomerates    3.8%
Beverages    3.7%
Energy Equipment & Services    2.5%
Media    1.9%
Real Estate Investment Trusts    1.4%
Food & Staples Retailing    1.2%
Machinery    1.1%

 

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We complement this more traditional investment strategy with two others. One is distressed investing, which is complex and can take many forms. The most common distressed investment the Fund undertakes is the purchase of financially troubled or bankrupt companies’ debt at a substantial discount to face value. After the financially distressed company is reorganized, often in bankruptcy court, the old debt is typically replaced with new securities issued by the financially stronger company.

 

The other piece of our investment strategy is participating in arbitrage situations, another highly specialized field. When companies announce proposed mergers or takeovers, commonly referred to as “deals,” the target company may trade at a discount to the bid it ultimately accepts. One form of arbitrage involves purchasing the target company’s stock when it is trading below the value it would receive in a deal. In keeping with our commitment to a relatively conservative investment approach, we typically focus our arbitrage efforts on announced deals, and eschew rumored deals or other situations we consider relatively risky.

 

In addition, we will generally seek to hedge the Fund’s currency exposure when we deem it advantageous for our shareholders.

 

Manager’s Discussion

 

The economic deceleration in the first half of 2008 gained momentum in the second half as the credit crisis spread and exacerbated the weakening demand outlook. Adherence to our investment philosophy was insufficient to overcome such headwinds. At year-end, however, we remained confident in the soundness of our approach over the long term.

 

Among the Fund’s largest detractors were Orkla, a Norwegian conglomerate; Carlsberg, a Denmark-based beer company; and Fortis, a Belgian bank.

 

Orkla’s assets lie predominantly in food and brands, solar energy and aluminum. During 2008, Orkla reported strong results from its food and brands division in which it managed to offset higher raw material costs through price increases, restoring profit margins to 2007 levels. Orkla continued to refocus on its core businesses by divesting some media and eastern European operations. However, Orkla’s more cyclical businesses had a difficult year. Aluminum profiles felt the effects of rapidly declining European demand, resulting in lower volumes and greater profit margin pressure. Furthermore, the share price of Renewable Energy Corp. (REC), in which Orkla has a 39.7% ownership

 

LOGO

 

MD-4


stake, declined on concerns that its long-term (five- to six-year) polysilicon contracts could be renegotiated. In 2008, Orkla’s share price fell nearly 55% in local currency.

 

Denmark-based brewer Carlsberg became the fourth-largest beer company after the acquisition of some of U.K. beer and cider maker Scottish & Newcastle’s assets. Carlsberg’s share price, which fell by more than 64% in local currency during 2008, was penalized by the equity issue to finance that acquisition and by its leveraged balance sheet, despite the fact that the company produced resilient cash flows. Investors were also concerned about ruble devaluation and a weakening Russian beer market following cooler weather in the summer of 2008 when compared to 2007, making for difficult year-over-year comparisons. We believe Carlsberg continues to have attractive characteristics: a focus on cost reduction as its margins still lagged those of its peers at year-end, and a leading position in Russia, the third-largest profit pool in the beer industry with some structural growth drivers. Russia is a market where per-capita beer consumption has increased because of the country’s growing preference for beer rather than vodka. Carlsberg expanded its market share at the expense of the industry’s number-two player, InBev, which in our opinion was more focused on its 2008 acquisition of U.S. brewer Anheuser-Busch.

 

Fortis was also one of the larger detractors from performance this year despite our having sold this position prior to interventions by the governments of Benelux (Belgium/Netherlands/Luxembourg). For the time we held it during the period, the stock declined approximately 58% in local currency. Capital issues plagued the company since its ill-timed acquisition of ABN AMRO’s Dutch banking business amid the crash of the U.S. and European housing markets, which only complicated matters for Belgium’s largest bank. Although capital was raised and management replaced over the course of 2008, Fortis’ inability to defend its share price led to a loss of confidence and rapid deposit withdrawals in September. Ultimately, this forced a government rescue of the bank, setting off a marked decline in the company’s equity value.

 

The bulk of our invested capital has been directed outside the U.S. as most major European economies have weathered the macroeconomic headwinds better than the U.S. Deflation, currency swings and credit issues around the world continued to affect our investments; however, the growing number of companies in our research pipeline, across all classes of securities, indicated we were beginning to uncover value in some of the poorer-performing sectors.

 

MD-5


During the year under review, the best performing positions in the Fund included defensive consumer staples and merger arbitrage opportunities. Among the Fund’s top-performing stock investments for the year were KT&G, a South Korean tobacco and ginseng producer; Wm. Wrigley Jr. Company, the U.S. chewing gum giant that was the subject of a takeover bid; and the merger arbitrage opportunity afforded by our participation in the combination of Toronto Dominion Bank and Commerce Bancorp.

 

KT&G, South Korea’s largest tobacco company with over 65% in national market share, has been a consistently profitable investment for the Fund. During 2008, the Fund’s investment rose almost 49% in local currency. The company continued to report earnings-per-share above expectations, largely due to higher selling prices for its cigarettes, share buybacks and internal cost savings. Cost savings were driven by the purchase of tobacco leaves on the international market, where prices were 20% to 30% less than for tobacco farmed in South Korea. KT&G attracted more attention from the investment community in 2008 due to its historically defensive characteristics: cigarette consumption increased during the last economic downturn, in 1998; limited impact from a weakening South Korean currency, the won; and stable cash flows in a market dominated by cyclical industries. As KT&G’s share price rose, we took profits on part of the Fund’s investment during 2008.

 

Privately held candy firm Mars successfully completed its acquisition of Wrigley, transforming the publicly traded chewing gum giant into a Mars subsidiary. Several arbitrage transactions attempted during 2008 failed for lack of financing or material adverse changes in the underlying business. We believed neither problem would affect this deal because of the companies’ solid operating performance and fully committed and well-documented financing. In fact, prior deal failures and extremely tight credit markets created an opportunity for us to take advantage of an exceptionally wide spread (the difference between the Fund’s purchase price for the target company and the price at which the target was eventually taken over) on this acquisition. Financing for the transaction was provided by well-regarded institutions such as Berkshire Hathaway, Goldman Sachs and JPMorgan Chase. Berkshire Hathaway will continue to hold a minority equity investment in the Wrigley subsidiary. Our investment in Wrigley rose almost 4% for the period we held it.

 

Top 10 Holdings

Mutual Discovery Securities Fund

12/31/08

 

Company
Sector/Industry,
Country
  % of Total
Net Assets
UST Inc.   4.3%
Tobacco, U.S.  
British American Tobacco PLC   3.5%
Tobacco, U.K.  
Imperial Tobacco Group PLC   3.0%
Tobacco, U.K.  
Berkshire Hathaway Inc., A & B   2.8%
Insurance, U.S.  
Japan Tobacco Inc.   2.1%
Tobacco, Japan  
Groupe Danone   1.6%
Food Products, France  
Nestle SA   1.6%
Food Products, Switzerland  
Eutelsat Communications   1.5%
Media, France  
Pernod Ricard SA   1.5%
Beverages, France  
Link REIT   1.3%
Real Estate Investment Trusts, Hong Kong  

 

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments.

 

MD-6


Our focus on merger arbitrage produced another top contributor when Toronto Dominion Bank (TD) and Commerce Bancorp combined forces. TD launched its bid on Commerce to capitalize on its strong deposit franchise and branch network, and to add to TD’s growing U.S. presence in attractive locations. As a Canadian bank, TD has been reaching outside its home market into the U.S. for some time, and we believe is proving to be an adept acquirer. In our analysis, financing of the deal was quite manageable and without substantial risk. A further analysis of the acquisition convinced us that TD adequately contained operating risks and could overcome any regulatory hurdles. The deal ultimately closed in March 2008, providing shareholders an attractive spread with relatively low risk. Our investment gained 3% in 2008.

 

Finally, investors should note that we maintained our currency hedging posture of being generally hedged to the U.S. dollar for most of our non-U.S. holdings. Since the dollar was stronger compared with most foreign currencies during 2008, the Fund benefited to the extent it was hedged. Also, our sizable cash position provided a cushion against declining markets.

 

Thank you for your participation in Mutual Discovery Securities Fund. We look forward to serving your future investment needs.

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

MD-7


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown below would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Mutual Discovery Securities Fund – Class 4

 

MD-8


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

  

Ending

Account

Value 12/31/08

   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 799.60    $ 6.06

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,018.40    $ 6.80

 

*Expenses are calculated using the most recent six-month annualized expense ratio for the Fund’s Class 4 shares (1.34%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

MD-9


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Mutual Discovery Securities Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 24.08     $ 22.05     $ 18.85     $ 16.44     $ 14.04  
        

Income from investment operationsa:

          

Net investment incomeb

     0.37       0.47       0.52       0.25       0.26  

Net realized and unrealized gains (losses)

     (6.95 )     2.22       3.69       2.40       2.31  
        

Total from investment operations

     (6.58 )     2.69       4.21       2.65       2.57  
        

Less distributions from:

          

Net investment income

     (0.52 )     (0.38 )     (0.25 )     (0.24 )     (0.17 )

Net realized gains

     (0.86 )     (0.28 )     (0.76 )            
        

Total distributions

     (1.38 )     (0.66 )     (1.01 )     (0.24 )     (0.17 )
        

Net asset value, end of year

   $ 16.12     $ 24.08     $ 22.05     $ 18.85     $ 16.44  
        

Total returnc

     (28.29)%       12.17%       23.32%       16.28%       18.55%  

Ratios to average net assets

          

Expensesd,e

     0.98%       0.97%       1.03%       1.02%       1.01%  

Expenses - excluding dividend expense on securities sold shorte

     0.97%       0.97%       1.00%       1.00%       1.00%  

Net investment income

     1.82%       1.96%       2.44%       1.37%       1.71%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 81,320     $ 142,751     $ 146,229     $ 136,508     $ 137,703  

Portfolio turnover rate

     22.76%       28.20%       19.83%       22.94%       29.81%  

 

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dIncludes dividend expenses on securities sold short which varies from period to period. See below for expense ratios that reflect only operating expenses.

eBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

MD-10


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Mutual Discovery Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 23.69     $ 21.73     $ 18.60     $ 16.25     $ 13.90  
        

Income from investment operationsa:

          

Net investment incomeb

     0.32       0.40       0.43       0.19       0.21  

Net realized and unrealized gains (losses)

     (6.84 )     2.18       3.68       2.38       2.30  
        

Total from investment operations

     (6.52 )     2.58       4.11       2.57       2.51  
        

Less distributions from:

          

Net investment income

     (0.46 )     (0.34 )     (0.22 )     (0.22 )     (0.16 )

Net realized gains

     (0.86 )     (0.28 )     (0.76 )            
        

Total distributions

     (1.32 )     (0.62 )     (0.98 )     (0.22 )     (0.16 )
        

Net asset value, end of year

   $ 15.85     $ 23.69     $ 21.73     $ 18.60     $ 16.25  
        

Total returnc

     (28.45)%       11.85%       23.06%       15.97%       18.19%  

Ratios to average net assets

          

Expensesd,e

     1.23%       1.22%       1.28%       1.28%       1.26%  

Expenses - excluding dividend expense on securities sold shorte

     1.22%       1.22%       1.25%       1.25%       1.25%  

Net investment income

     1.57%       1.71%       2.19%       1.12%       1.46%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 1,113,720     $ 1,867,484     $ 1,365,575     $ 811,975     $ 403,560  

Portfolio turnover rate

     22.76%       28.20%       19.83%       22.94%       29.81%  

 

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dIncludes dividend expenses on securities sold short which varies from period to period. See below for expense ratios that reflect only operating expenses.

eBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

MD-11


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Mutual Discovery Securities Fund

 

     Period Ended
December 31,
2008
a
 
Class 4   
        

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 22.50  
        

Income from investment operationsb:

  

Net investment incomec

     0.09  

Net realized and unrealized gains (losses)

     (5.14 )
        

Total from investment operations

     (5.05 )
        

Less distributions from:

  

Net investment income

     (0.52 )

Net realized gains

     (0.86 )
        

Total distributions

     (1.38 )
        

Net asset value, end of period

   $ 16.07  
        

Total returnd

     (23.48)%  

Ratios to average net assetse

  

Expensesf,g

     1.33%  

Expenses - excluding dividend expense on securities sold shortg

     1.32%  

Net investment income

     1.47%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 23,981  

Portfolio turnover rate

     22.76%  

 

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total return is not annualized for periods less than one year.

eRatios are annualized for periods less than one year.

fIncludes dividend expenses on securities sold short which varies from period to period. See below for expense ratios that reflect only operating expenses.

gBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

MD-12


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Mutual Discovery Securities Fund    Country      Shares/
Warrants/
Contracts
     Value

Common Stocks and Other Equity Interests 55.2%

            

Airlines 0.1%

            

aACE Aviation Holdings Inc., A

   Canada      111,545      $ 618,778

a,bNorthwest Airlines Corp., Contingent Distribution

   United States      8,167,000        5,145
                
               623,923
                

Auto Components 0.0%c

            

a,b,dCollins & Aikman Products Co., Contingent Distribution

   United States      218,708        2,187

aDana Holding Corp.

   United States      113,292        83,836

a,bDana Holding Corp., Contingent Distribution

   United States      2,673,000        835
                
               86,858
                

Automobiles 0.1%

            

a,fIACNA Investor LLC

   United States      47,271        473

a,e,fInternational Automotive Components Group Brazil LLC

   Brazil      424,073        337,401

a,e,fInternational Automotive Components Group Japan LLC

   Japan      74,174        80,163

a,e,fInternational Automotive Components Group LLC

   Luxembourg      1,512,200        257,225

a,e,fInternational Automotive Components Group NA LLC, A

   United States      1,353,608        220,367
                
               895,629
                

Beverages 3.7%

            

Brown-Forman Corp., A

   United States      7,400        374,588

Brown-Forman Corp., B

   United States      1,850        95,256

Carlsberg AS, A

   Denmark      7,100        256,101

Carlsberg AS, B

   Denmark      408,342        13,137,306

aDr. Pepper Snapple Group Inc.

   United States      305,027        4,956,689

Fomento Economico Mexicano SAB de CV, ADR

   Mexico      180,900        5,450,517

Lotte Chilsung Beverage Co. Ltd.

   South Korea      3,179        2,408,791

gPernod Ricard SA

   France      247,436        18,327,078
                
                    45,006,326
                

Building Products 0.4%

            

KCC Corp.

   South Korea      18,824        4,284,956
                

Capital Markets 0.4%

            

The Goldman Sachs Group Inc.

   United States      34,040        2,872,636

aMarfin Investment Group Holdings SA

   Greece      542,119        2,198,330
                
               5,070,966
                

Chemicals 0.9%

            

a,b,dDow Corning Corp., Contingent Distribution

   United States      300,000       

Sika AG

   Switzerland      12,390        10,441,989
                
               10,441,989
                

Commercial Banks 0.9%

            

BNP Paribas SA

   France      138,283        5,849,174

Danske Bank AS

   Denmark      67,491        659,327

a,eElephant Capital Holdings Ltd.

   Japan      1,903       

Intesa Sanpaolo SpA

   Italy      1,242,919        4,410,108

a,eNCB Warrant Holdings Ltd., A

   Japan      9,306       
                
               10,918,609
                

Commercial Services & Supplies 0.0%c

            

aComdisco Holding Co. Inc.

   United States      44        343

a,bComdisco Holding Co. Inc., Contingent Distribution

   United States      1,863,000       
                
               343
                

 

MD-13


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Mutual Discovery Securities Fund    Country      Shares/
Warrants/
Contracts
     Value

Common Stocks and Other Equity Interests (continued)

            

Computers & Peripherals 0.0%

            

a,eDecisionOne Corp.

   United States      21,716      $

a,eDecisionOne Corp., wts., 6/08/17

   United States      11,923       
                
              
                

Construction Materials 0.3%

            

Ciments Francais SA

   France      22,650        1,914,542

Hanil Cement Co. Ltd.

   South Korea      32,560        1,688,583
                
               3,603,125
                

Consumer Finance 0.1%

            

a,eCerberus CG Investor I LLC

   United States      2,161,828        432,366

a,eCerberus CG Investor II LLC

   United States      2,161,828        432,366

a,eCerberus CG Investor III LLC

   United States      1,080,914        216,183

a,eCerberus FIM Investors Holdco LLC

   United States      2,049,750        434,132
                
               1,515,047
                

Diversified Banks 0.4%

            

a,e,hThe Bankshares Inc.

   United States      800,000        5,163,550
                

Diversified Financial Services 1.0%

            

gDeutsche Boerse AG

   Germany      145,506        10,335,821

Guinness Peat Group PLC

   United Kingdom      2,555,610        1,493,243

a,bMarconi Corp., Contingent Distribution

   United Kingdom      1,739,100       
                
                    11,829,064
                

Diversified Telecommunication Services 0.7%

            

a,e,fAboveNet Inc.

   United States      18,411        920,550

a,e,fAboveNet Inc., stock grant, grant price $20.95, expiration date 9/09/13

   United States      23        52

a,e,fAboveNet Inc., wts., 9/08/10

   United States      739        2,956

a,b,dGlobal Crossing Holdings Ltd., Contingent Distribution

   United States      2,236,777       

gKoninklijke (Royal) KPN NV

   Netherlands      561,200        8,145,455
                
               9,069,013
                

Electric Utilities 1.1%

            

E.ON AG

   Germany      296,500        11,616,979

Union Electrica Fenosa SA

   Spain      87,760        2,175,733
                
               13,792,712
                

Energy Equipment & Services 2.5%

            

iBourbon SA

   France      120,569        3,041,393

aBW Offshore Ltd.

   Norway      3,825,934        2,365,474

aCompagnie Generale de Geophysique SA

   France      345,440        5,120,105

aDockwise Ltd.

   Norway      1,450,420        823,764

a,eMPF Corp. Ltd.

   Norway      1,460,000       

aPetroleum Geo-Services ASA

   Norway      204,624        813,512

aPride International Inc.

   United States      319,600        5,107,208

Seadrill Ltd.

   Bermuda      941,356        7,457,920

aTransocean Ltd.

   United States      117,343        5,544,457
                
               30,273,833
                

Food & Staples Retailing 1.2%

            

Carrefour SA

   France      379,168        14,590,846
                

 

MD-14


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Mutual Discovery Securities Fund    Country      Shares/
Warrants/
Contracts
     Value

Common Stocks and Other Equity Interests (continued)

            

Food Products 5.8%

            

gCadbury PLC

   United Kingdom      736,002      $ 6,508,929

Cermaq ASA

   Norway      113,664        431,459

CSM NV

   Netherlands      441,585        7,100,886

Farmer Brothers Co.

   United States      61,700        1,538,798

gGroupe Danone

   France      319,916        19,316,079

a,dLighthouse Caledonia ASA

   Norway      161,457        3,714

Lotte Confectionary Co. Ltd.

   South Korea      5,166        5,337,791

a,iMarine Harvest

   Norway      20,520,644        3,098,079

gNestle SA

   Switzerland      495,450        19,300,234

Nong Shim Co. Ltd.

   South Korea      24,215        4,687,702

Premier Foods PLC

   United Kingdom      2,683,654        1,205,280

Rieber & Son ASA

   Norway      400,605        2,044,829
                
                    70,573,780
                

Health Care Providers & Services 1.0%

            

a,eKindred Healthcare Inc.

   United States      69,953        865,249

Rhoen-Klinikum AG

   Germany      456,430        10,894,519
                
               11,759,768
                

Hotels, Restaurants & Leisure 0.0%c

            

aTrump Entertainment Resorts Inc.

   United States      45,779        7,801
                

Independent Power Producers & Energy Traders 0.7%

            

Constellation Energy Group

   United States      315,250        7,909,623
                

Industrial Conglomerates 3.8%

            

Jardine Matheson Holdings Ltd.

   Hong Kong      388,692        7,190,802

Jardine Strategic Holdings Ltd.

   Hong Kong      1,143,838        11,895,915

Keppel Corp. Ltd.

   Singapore      1,865,494        5,638,806

fOrkla ASA

   Norway      2,009,757        13,133,778

Siemens AG

   Germany      114,265        8,434,615
                
               46,293,916
                

Insurance 4.1%

            

ACE Ltd.

   United States      59,180        3,131,806

aAlleghany Corp.

   United States      3,988        1,124,616

aBerkshire Hathaway Inc., A

   United States      45        4,347,000

aBerkshire Hathaway Inc., B

   United States      9,427        30,298,378

E-L Financial Corp. Ltd.

   Canada      8,478        3,135,355

a,eImagine Group Holdings Ltd.

   Bermuda      451,787        3,700,135

Old Republic International Corp.

   United States      132,325        1,577,314

a,eOlympus Re Holdings Ltd.

   United States      2,140        5,024

White Mountains Insurance Group Ltd.

   United States      9,496        2,536,477
                
               49,856,105
                

Machinery 1.1%

            

Schindler Holding AG

   Switzerland      266,386        11,998,470

Schindler Holding AG, Registered

   Switzerland      42,060        1,853,098
                
               13,851,568
                

Media 1.9%

            

aAdelphia Recovery Trust

   United States      5,379,562        53,796

a,bAdelphia Recovery Trust, Arahova Contingent Value Vehicle, Contingent Distribution

   United States      386,774        58,016

 

MD-15


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Mutual Discovery Securities Fund    Country      Shares/
Warrants/
Contracts
     Value

Common Stocks and Other Equity Interests (continued)

            

Media (continued)

            

a,bCentury Communications Corp., Contingent Distribution

   United States      1,074,000      $

CJ CGV Co. Ltd.

   South Korea      92,310        1,110,936

Daekyo Co. Ltd.

   South Korea      374,300        1,455,117

aEutelsat Communications

   France      785,069        18,579,622

a,dTVMAX Holdings Inc.

   United States      8,935       

Virgin Media Inc.

   United Kingdom      420,638        2,098,983
                
                    23,356,470
                

Metals & Mining 0.0%c

            

ArcelorMittal

   Netherlands      22,220        528,194
                

Multi-Utilities 0.3%

            

gGDF Suez

   France      60,963        3,011,264

a,bNorthWestern Corp., Contingent Distribution

   United States      550,000       

aSuez Environnement SA

   France      11,316        190,669
                
               3,201,933
                

Multiline Retail 0.3%

            

Jelmoli Holding AG

   Switzerland      2,285        4,215,236
                

Oil, Gas & Consumable Fuels 0.7%

            

BP PLC

   United Kingdom      623,423        4,789,443

BP PLC, ADR

   United Kingdom      9,000        420,660

Total SA, B

   France      49,296        2,682,089

Total SA, B, ADR

   France      19,340        1,069,502
                
               8,961,694
                

Paper & Forest Products 0.3%

            

Weyerhaeuser Co.

   United States      121,910        3,731,665
                

Personal Products 0.3%

            

Amorepacific Corp.

   South Korea      6,873        3,558,941
                

Pharmaceuticals 0.3%

            

Novartis AG

   Switzerland      74,005        3,652,087
                

Professional Services 0.4%

            

Teleperformance

   France      177,196        4,920,775
                

Real Estate Investment Trusts (REITs) 1.4%

            

Link REIT

   Hong Kong      9,963,438        16,455,318

Ventas Inc.

   United States      33,500        1,124,595
                
               17,579,913
                

Real Estate Management & Development 1.0%

            

dCanary Wharf Group PLC

   United Kingdom      185,900        716,584

Great Eagle Holdings Ltd.

   Hong Kong      1,613,524        1,792,527

Swire Pacific Ltd., A

   Hong Kong      950,615        6,543,742

Swire Pacific Ltd., B

   Hong Kong      2,440,700        3,237,387
                
               12,290,240
                

Software 0.6%

            

gMicrosoft Corp.

   United States      400,960        7,794,662
                

Tobacco 16.9%

            

Altria Group Inc.

   United States      285,261        4,296,031

gBritish American Tobacco PLC

   United Kingdom      1,610,201        42,332,022

 

MD-16


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Mutual Discovery Securities Fund    Country      Shares/
Contracts/
Warrants
    Value

Common Stocks and Other Equity Interests (continued)

         

Tobacco (continued)

         

gImperial Tobacco Group PLC

   United Kingdom      1,340,635     $ 36,224,191

ITC Ltd.

   India      1,453,259       5,124,666

Japan Tobacco Inc.

   Japan      7,606       25,172,836

KT&G Corp.

   South Korea      202,515       12,683,243

gLorillard Inc.

   United States      185,200       10,436,020

Philip Morris International Inc.

   United States      122,821       5,343,942

gReynolds American Inc.

   United States      304,560       12,276,814

UST Inc.

   United States      750,390       52,062,058
             
                 205,951,823
             

Trading Companies & Distributors 0.5%

         

Kloeckner & Co. SE

   Germany      327,096       5,712,656
             

Transportation Infrastructure 0.0%c

         

aGroupe Eurotunnel SA

   France      390       2,100

aGroupe Eurotunnel SA, wts., 12/30/11

   France      11,181       1,282
             
            3,382
             

Total Common Stocks and Other Equity Interests (Cost $787,933,106)

            672,879,021
             

Preferred Stocks 0.0%c

         

Auto Components 0.0%c

         

eDana Holding Corp., 4.00%, cvt. pfd., B

   United States      9,611       86,499
             

Diversified Telecommunication Services 0.0%c

         

a,ePTV Inc., 10.00%, pfd., A

   United Kingdom      4,289       3,860
             

Total Preferred Stocks (Cost $967,105)

            90,359
             
            Principal
Amount
j
     

Corporate Bonds & Notes 1.1%

         

kACE Aviation Holdings Inc., cvt., 144A, 4.25%, 6/01/35

   Canada      234,000  CAD     170,500

lCalpine Corp., Exit Term Loan, FRN, 6.645%, 3/29/14

   United States      4,487,387       3,328,662

eCerberus CG Investor I LLC, 12.00%, 7/31/14

   United States      1,897,400       379,480

eCerberus CG Investor II LLC, 12.00%, 7/31/14

   United States      1,897,400       379,480

eCerberus CG Investor III LLC, 12.00%, 7/31/14

   United States      948,700       189,740

eCerberus FIM Investors Holdco LLC, 12.00%, 11/22/13

   United States      6,148,028       1,302,152

DecisionOne Corp.,

         

e12.00%, 4/15/10

   United States      27,953       27,953

d,lFRN, 5.50%, 5/12/09

   United States      5,008       5,008

Groupe Eurotunnel SA, cvt., sub. bond, NRS I,
T2, 3.00%, 7/28/09

   France      500  EUR     594

T2, 3.00%, 7/28/09

   France      682  GBP     996

T3, 3.00%, 7/28/10

   France      394,500  EUR     468,885

T3, 3.00%, 7/28/10

   France      267,617  GBP     390,868

e,fInternational Automotive Components Group NA LLC, 9.00%, 4/01/17

   United States      407,500       196,448

 

MD-17


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Mutual Discovery Securities Fund    Country     

Principal
Amount
j

     Value

Corporate Bonds & Notes (continued)

            

e,f,mPontus I LLC, junior note, 144A, FRN, 5.689%, 7/24/09

   United States      5,513,169      $ 6,221,085

e,f,mPontus II Trust, junior profit-participating note, 144A, FRN, 7.516%, 6/25/09

   United States      872,120        203,483

d,nTVMAX Holdings Inc., PIK,
11.50%, 3/31/09

   United States      26,866        18,806

14.00%, 3/31/09

   United States      59,662        41,763
                

Total Corporate Bonds & Notes (Cost $28,578,971)

               13,325,903
                

Corporate Bonds & Notes in Reorganization 0.1%

            

lMotor Coach Industries International Inc., FRN,

            

pFirst Lien DIP Revolver, 7.75%, 9/19/09

   United States      166,677        162,775

qSecond Lien DIP Trust A Term Loan, 12.75%, 9/19/09

   United States      244,435        200,455

 Second Lien DIP Trust B Term Loan, 15.25%, 9/19/09

   United States      149,074        126,713

i,oSecond Lien, Senior Secured Term Loan, 11.00%,12/01/08

   United States      201,431        160,138

d,oThird Lien, Senior Secured Term Loan, 15.649%, 12/01/08

   United States      2,322,452        63,403

d,oSafety Kleen Services, senior sub. note, 9.25%, 6/01/08

   United States      3,000        15

oTrump Entertainment Resorts Inc., 8.50%, 5/20/15

   United States      1,460,337        200,796
                

Total Corporate Bonds & Notes in Reorganization
(Cost $4,467,455)

               914,295
                

Total Investments before Short Term Investments
(Cost $821,946,637)

               687,209,578
                

Short Term Investments 37.8%

            

U.S. Government and Agency Securities 37.7%

            

rFHLB,

            

1/02/09

   United States      24,999,990        24,999,990

1/05/09

   United States      20,000,000        20,000,030

1/07/09 - 12/08/09

   United States      266,492,000        265,900,999

1/12/09

   United States      15,000,000        15,000,095

1/14/09

   United States      20,000,000        20,000,150

7/02/09

   United States      15,000,000        14,971,715

11/20/09

   United States      15,000,000        14,916,140

12/04/09

   United States      25,000,000        24,842,490

rU.S. Treasury Bills,

            

4/02/09

   United States      25,000,000        24,993,490

5/21/09

   United States      15,000,000        14,996,225

6/18/09 - 11/19/09

   United States      20,000,000        19,964,020
                

Total U.S. Government and Agency Securities (Cost $457,998,641)

               460,585,344
                

Total Investments before Cash Collateral Received for Loaned Securities (Cost $1,279,945,278)

               1,147,794,922
                

 

MD-18


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Mutual Discovery Securities Fund    Country      Shares/
Contracts
     Value  

rInvestments from Cash Collateral Received for Loaned Securities 0.1%

            

Money Market Fund (Cost $701,033) 0.1%

            

tBank of New York Institutional Cash Reserve Fund, 0.09%

   United States      701,033      $ 694,023  
                  

Total Investments (Cost $1,280,646,311) 94.2%

               1,148,488,945  

Options Written (0.3)%

               (3,271,438 )

Net Unrealized Appreciation on Forward Exchange
Contracts 1.5%

               17,700,102  

Other Assets, less Liabilities 4.6%

               56,104,333  
                  

Net Assets 100.0%

             $ 1,219,021,942  
                  

uOptions Written 0.3%

            

Call Options 0.3%

            

Beverages 0.1%

            

Pernod Ricard SA, Jun, 52 Calls, 6/19/09

   France      705      $ 775,831  

Pernod Ricard SA, Mar. 52 Calls, 3/20/09

   France      356        281,295  
                  
               1,057,126  
                  

Diversified Financial Services 0.0%c

            

Deutsche Boerse AG, Jun. 64 Calls, 6/19/09

   Germany      134        54,150  

Deutsche Boerse AG, Mar. 64 Calls, 3/20/09

   Germany      287        47,355  
                  
               101,505  
                  

Diversified Telecommunication Services 0.0%c

            

Koninklijke (Royal) KPN NV, Mar. 11 Calls, 3/20/09

   Netherlands      2,890        161,644  
                  

Food Products 0.1%

            

Cadbury PLC, Jun. 6.4 Calls, 6/19/09

   United Kingdom      158        99,230  

Cadbury PLC, Mar. 6 Calls, 3/20/09

   United Kingdom      80        52,580  

Groupe Danone, Mar. 48 Calls, 3/20/09

   France      772        164,082  

Nestle SA, Mar. 48 Calls, 3/20/09

   Switzerland      477        12,953  
                  
               328,845  
                  

Multi-Utilities 0.0%c

            

GDF Suez, Mar. 36 Calls, 3/20/09

   France      514        198,369  
                  

Software 0.0%c

            

Microsoft Corp., Apr. 26 Calls, 4/18/09

   United States      476        11,424  
                  

Tobacco 0.1%

            

British American Tobacco PLC, Jun. 18 Calls, 6/19/09

   United Kingdom      36        90,437  

British American Tobacco PLC, Mar. 18 Calls, 3/20/09

   United Kingdom      141        252,273  

Imperial Tobacco Group PLC, Jun. 18 Calls, 6/19/09

   United Kingdom      181        522,110  

Imperial Tobacco Group PLC, Mar. 18 Calls, 3/20/09

   United Kingdom      274        538,257  

Lorillard Inc., Mar. 70 Calls, 3/21/09

   United States      49        2,450  

Reynolds American Inc., Feb. 45 Calls, 2/21/09

   United States      82        4,838  

Reynolds American Inc., May. 45 Calls, 5/16/09

   United States      16        2,160  
                  
               1,412,525  
                  

Total Options Written (Premiums Received $3,243,889)

               3,271,438  
                  

 

MD-19


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

 

Mutual Discovery Securities Fund

 

 

 

 

 

See Abbreviations on page MD-37.

 

aNon-income producing for the twelve months ended December 31, 2008.

bContingent distributions represent the right to receive additional distributions, if any, during the reorganization of the underlying company. Shares represent total underlying principal of debt securities.

cRounds to less than 0.1% of net assets.

dSecurity has been deemed illiquid because it may not be able to be sold within seven days. At December 31, 2008, the aggregate value of these securities was $851,480, representing 0.07% of net assets.

eSee Note 10 regarding restricted and illiquid securities.

fSee Note 14 regarding other considerations.

gA portion or all of the security is held in connection with written option contracts open at year end.

hSee Note 13 regarding holdings of 5% voting securities.

iA portion or all of the security is on loan at December 31, 2008. See Note 1(i).

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

kSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust’s Board of Trustees. At December 31, 2008, the value of this security was $170,500, representing 0.01% of net assets.

lThe coupon rate shown represents the rate at period end.

mSee Note 1(h) regarding investments in special purpose entities.

nIncome may be received in additional securities and/or cash.

oSee Note 8 regarding defaulted securities.

pSee Note 11 regarding unfunded loan commitments.

qA portion or all of the security purchased on a delayed delivery basis. See Note 1(c).

rThe security is traded on a discount basis with no stated coupon rate.

sSee Note 1(i) regarding securities on loan.

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

uSee Note 1(f) regarding written options.

 

The accompanying notes are an integral part of these financial statements.

 

MD-20


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Mutual
Discovery
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 1,272,646,311  

Cost - Non-controlled affiliated issuers (Note 13)

     8,000,000  
        

Total cost of investments

   $ 1,280,646,311  
        

Value - Unaffiliated issuers

   $ 1,143,325,395  

Value - Non-controlled affiliated issuers (Note 13)

     5,163,550  
        

Total value of investments (includes securities loaned in the amount of $750,547)

     1,148,488,945  

Cash

     55,409,894  

Cash on deposit with brokers

     3,935,373  

Foreign currency, at value (cost $21,897,438)

     21,805,418  

Receivables:

  

Investment securities sold

     1,521,746  

Capital shares sold

     415,559  

Dividends and interest

     4,746,627  

Unrealized appreciation on forward exchange contracts (Note 7)

     31,617,644  
        

Total assets

     1,267,941,206  
        

Liabilities:

  

Payables:

  

Investment securities purchased

     28,599,049  

Capital shares redeemed

     549,176  

Affiliates

     1,419,617  

Options written, at value (premiums received $3,243,889)

     3,271,438  

Payable upon return of securities loaned

     701,033  

Unrealized depreciation on forward exchange contracts (Note 7)

     13,917,542  

Accrued expenses and other liabilities

     461,409  
        

Total liabilities

     48,919,264  
        

Net assets, at value

   $ 1,219,021,942  
        

Net assets consist of:

  

Paid-in capital

   $ 1,311,929,929  

Undistributed net investment income

     15,630,756  

Net unrealized appreciation (depreciation)

     (114,567,848 )

Accumulated net realized gain (loss)

     6,280,556  
        

Net assets, at value

   $ 1,219,021,942  
        

 

The accompanying notes are an integral part of these financial statements.

 

MD-21


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Assets and Liabilities (continued)

December 31, 2008

 

     Mutual
Discovery
Securities Fund

Class 1:

  

Net assets, at value

   $ 81,320,322
      

Shares outstanding

     5,044,805
      

Net asset value and maximum offering price per share

   $ 16.12
      

Class 2:

  

Net assets, at value

   $ 1,113,720,479
      

Shares outstanding

     70,270,634
      

Net asset value and maximum offering price per share

   $ 15.85
      

Class 4:

  

Net assets, at value

   $ 23,981,141
      

Shares outstanding

     1,491,997
      

Net asset value and maximum offering price per share

   $ 16.07
      

 

The accompanying notes are an integral part of these financial statements.

 

MD-22


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Mutual
Discovery
Securities Fund
 

Investment income:

  

Dividends (net of foreign taxes of $3,054,116)

   $ 33,857,988  

Interest

     11,918,133  

Income from securities loaned

     201,540  
        

Total investment income

     45,977,661  
        

Expenses:

  

Management fees (Note 3a)

     13,122,318  

Administrative fees (Note 3b)

     1,805,108  

Distribution fees: (Note 3c)

  

Class 2

     3,797,568  

Class 4

     29,493  

Unaffiliated transfer agent fees

     562  

Custodian fees (Note 4)

     360,564  

Reports to shareholders

     383,249  

Registration and filing fees

     12,969  

Professional fees

     223,590  

Trustees’ fees and expenses

     8,599  

Dividends on securities sold short

     136,104  

Other

     63,943  
        

Total expenses

     19,944,067  

Expense reductions (Note 4)

     (5,077 )
        

Net expenses

     19,938,990  
        

Net investment income

     26,038,671  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments

     (35,822,182 )

Foreign currency transactions

     32,667,052  

Securities sold short

     3,142,166  
        

Net realized gain (loss)

     (12,964 )
        

Net change in unrealized appreciation (depreciation) on:

  

Investments

     (587,670,997 )

Translation of other assets and liabilities denominated in foreign currencies

     19,060,120  
        

Net change in unrealized appreciation (depreciation)

     (568,610,877 )
        

Net realized and unrealized gain (loss)

     (568,623,841 )
        

Net increase (decrease) in net assets resulting from operations

   $ (542,585,170 )
        

 

The accompanying notes are an integral part of these financial statements.

 

MD-23


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Mutual Discovery
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 26,038,671     $ 31,700,617  

Net realized gain (loss) from investments, securities sold short, synthetic equity swaps and foreign currency transactions

     (12,964 )     75,274,478  

Net change in unrealized appreciation (depreciation) on investments and translation of other assets and liabilities denominated in foreign currencies

     (568,610,877 )     80,877,932  
        

Net increase (decrease) in net assets resulting from operations

     (542,585,170 )     187,853,027  
        

Distributions to shareholders from:

    

Net investment income:

    

Class 1

     (2,657,059 )     (2,332,175 )

Class 2

     (34,278,128 )     (24,421,554 )

Class 4

     (368,895 )      

Net realized gains:

    

Class 1

     (4,424,672 )     (1,723,058 )

Class 2

     (64,218,477 )     (20,089,859 )

Class 4

     (614,304 )      
        

Total distributions to shareholders

     (106,561,535 )     (48,566,646 )
        

Capital share transactions: (Note 2)

    

Class 1

     (18,342,463 )     (16,311,111 )

Class 2

     (152,581,891 )     375,475,744  

Class 4

     28,857,728        
        

Total capital share transactions

     (142,066,626 )     359,164,633  
        

Net increase (decrease) in net assets

     (791,213,331 )     498,451,014  

Net assets:

    

Beginning of year

     2,010,235,273       1,511,784,259  
        

End of year

   $ 1,219,021,942     $ 2,010,235,273  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 15,630,756     $ 33,940,612  
        

 

The accompanying notes are an integral part of these financial statements.

 

MD-24


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Mutual Discovery Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Mutual Discovery Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. At December 31, 2008, 53.97% of the Fund’s shares were held through one insurance company. The Fund offers three classes of shares: Class 1, Class 2, and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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. Investments in open-end mutual funds are valued at the closing net asset value.

 

Corporate debt securities and government securities generally trade in the over-the-counter market rather than on a securities exchange. The Trust may utilize independent pricing services, quotations from bond dealers, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Trust’s pricing services may use valuation models or matrix pricing which considers information with respect to comparable bond and note transactions, quotations from bond dealers, or by reference to other securities that are considered comparable in such characteristics as rating, interest rate and maturity date, option adjusted spread models, prepayment projections, interest rate spreads and yield curves, to determine current value.

 

Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the Fund. The investment manager 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 Depository 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. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. At December 31, 2008, a portion of the securities held by the Fund were fair valued. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

MD-25


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Discovery Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

b. Foreign Currency Translation

 

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust’s Board of Trustees.

 

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. Securities Purchased on a Delayed Delivery Basis

 

The Fund may purchase securities on a delayed delivery basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Fund will generally purchase these securities with the intention of holding the securities, it may sell the securities before the settlement date. Sufficient assets have been segregated for these securities.

 

d. Foreign Currency Contracts

 

When the Fund purchases or sells foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The Fund may also enter into forward exchange contracts to hedge against fluctuations in foreign exchange. These contracts are valued daily by the Fund and the unrealized appreciation or depreciation on the contracts, as measured by the difference between the contractual forward foreign exchange rates and the forward rates at the reporting date, are included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities.

 

e. Synthetic Equity Swaps

 

The Fund may engage in synthetic equity swaps. Synthetic equity swaps are contracts entered into between a broker and the fund under which the parties agree to make payments to each other so as to replicate the economic consequences that would apply had a purchase or short sale of the underlying security taken place. Upon entering into synthetic equity swaps, the fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount (margin account). Periodically, payments are made to recognize changes in value of the contract resulting from interest on the notional value of the contract, market value changes in the underlying security, and/or dividends paid by the issuer of the

 

MD-26


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Discovery Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

e. Synthetic Equity Swaps (continued)

 

underlying security. The Fund recognizes a realized gain or loss when cash is received from, or paid to, the broker. Synthetic equity swaps are valued daily by the Fund and the unrealized appreciation or depreciation on the contracts (as measured by the difference between the contract amount plus or minus cash received or paid and the market value of the underlying securities) are recorded in the Statement of Operations. The margin account and any net unrealized appreciation or depreciation on open synthetic equity swaps are included in the Statement of Assets and Liabilities. The risks of entering into synthetic equity swaps include unfavorable price movements in the underlying securities or the inability of the counterparties to fulfill their obligations under the contract.

 

f. Options

 

The Fund may purchase or write options. Options are contracts entitling the holder to purchase or sell securities, currencies, or other financial instruments at a specified price or exchange rate, or, in the case of index options, to receive or pay the difference between the index value and the strike price of the index option. Options purchased are recorded as investments; options written (sold) are recorded as liabilities. Upon closing of an option which results in a cash settlement, the difference between the premium (original option value) and the settlement proceeds is realized as a gain or loss. When securities are acquired or delivered upon exercise of an option, the acquisition cost or sale proceeds are adjusted by the amount of the premium. When an option expires, the premium is realized as a gain for options written or as a loss for options purchased. The risks include the possibility there may be an illiquid options market or the inability of the counterparties to fulfill their obligations under the contract. Writing options involves, to varying degrees, elements of market risk in excess of the amount recognized in the Statement of Assets and Liabilities.

 

g. Securities Sold Short

 

The Fund is engaged in selling securities short, which obligates the Fund to replace a borrowed security with the same security at current market value. The Fund incurs a loss if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund realizes a gain if the price of the security declines between those dates. Gains are limited to the price at which the Fund sold the security short, while losses are potentially unlimited in size.

 

The Fund is required to establish a margin account with the broker lending the security sold short. While the short sale is outstanding, the broker retains the proceeds of the short sale and the Fund must maintain a deposit with broker consisting of cash and securities having a value equal to a specified percentage of the value of the securities sold short. The Fund is obligated to pay the counterparty any dividends or interest due on securities sold short. Such dividends and interest are recorded as an expense to the Fund.

 

h. Investments in Special Purpose Entities

 

At December 31, 2008, the Fund had contributed an additional $4,756,750 as a subordinated note holder of certain special purpose entities (“SPEs”). Such contributions, while made at the discretion of the Fund, represent additional capital contributions to the SPE in support of its underlying investments and are subject first to the claims of the senior note holders of the SPE. These contributions are recorded as an addition to the Fund’s cost basis in the SPE and are subject to the risk of loss in the event of continued unfavorable market conditions related to the SPE’s underlying investments.

 

i. Securities Lending

 

The Fund participates in an agency based security 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

 

MD-27


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Discovery Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

i. Securities Lending (continued)

 

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 market fund managed by the Fund’s custodian on the Fund’s behalf. 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 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.

 

j. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

Foreign securities held by the Fund may be subject to foreign taxation on dividend and interest income received. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

k. Security Transactions, Investment Income, Expenses and Distributions

 

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividend income, and dividends declared on securities sold short, are 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.

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

l. 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.

 

m. Guarantees and Indemnifications

 

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

 

MD-28


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Discovery Securities Fund

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

Shares of Beneficial Interest

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   91,837     $ 2,015,607     259,646     $ 6,152,126  

Shares issued in reinvestment of distributions

   365,038       7,081,731     167,641       4,055,233  

Shares redeemed

   (1,340,440 )     (27,439,801 )   (1,129,651 )     (26,518,470 )
        

Net increase (decrease)

   (883,565 )   $ (18,342,463 )   (702,364 )   $ (16,311,111 )
        
Class 2 Shares:                         

Shares sold

   7,042,696     $ 147,206,623     22,660,989     $ 527,810,165  

Shares issued in reinvestment of distributions

   5,159,592       98,496,605     1,867,089       44,511,413  

Shares redeemed

   (20,749,426 )     (398,285,119 )   (8,565,570 )     (196,845,834 )
        

Net increase (decrease)

   (8,547,138 )   $ (152,581,891 )   15,962,508     $ 375,475,744  
        
Class 4 Shares:                         

Shares sold

   1,455,745     $ 28,125,030      

Shares issued on reinvestment of distributions

   50,743       982,892      

Shares redeemed

   (14,491 )     (250,194 )    
                    

Net increase (decrease)

   1,491,997     $ 28,857,728      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Mutual Advisers, LLC (Franklin Mutual)

   Investment manager

Franklin Templeton Investment Management Limited (Investment Management)

   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 Franklin Mutual based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets
0.800%   

Up to and including $4 billion

0.770%   

Over $4 billion, up to and including $7 billion

0.750%   

Over $7 billion, up to and including $10 billion

0.730%   

In excess of $10 billion

 

Under a subadvisory agreement, Investment Management, an affiliate of Franklin Mutual, provides subadvisory services to the Fund and receives from Franklin Mutual fees based on the average daily net assets of the Fund.

 

MD-29


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Discovery Securities Fund

 

3. TRANSACTIONS WITH AFFILIATES (continued)

 

b. Administrative Fees

 

The Fund pays an administrative fee to FT Services based on the Fund’s average 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 Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.35% per year of its average daily net assets. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 2.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

5. INCOME TAXES

 

For tax purposes, realized capital losses and realized currency losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses and realized currency losses of $16,144,610 and $515,519, respectively.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from:

     

Ordinary Income

   $ 41,019,318    $ 27,339,679

Long term capital gain

     65,542,217      21,226,967
      
   $ 106,561,535    $ 48,566,646
      

 

MD-30


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Discovery Securities Fund

 

5. INCOME TAXES (continued)

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation) and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 1,282,038,230  
        

Unrealized appreciation

   $ 87,875,210  

Unrealized depreciation

     (221,424,495 )
        

Net unrealized appreciation (depreciation)

   $ (133,549,285 )
        

Distributable earnings – undistributed ordinary income

   $ 52,290,230  
        

 

Net investment income differs for financial statement and tax purposes primarily due to differing treatments of defaulted securities, foreign currency transactions, passive foreign investment company shares, pass-through entity income, bond discounts and premiums, and certain dividends on securities sold short.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales, tax straddles, foreign currency transactions, pass-through entity income, and bond discounts and premiums.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities and securities sold short) for the year ended December 31, 2008, aggregated $283,933,909 and $641,991,100, respectively.

 

Transactions in options written during the year ended December 31, 2008, were as follows:

 

     Number of
Contracts
   Premiums
Received

Options outstanding at December 31, 2007

      $

Options written

   7,628      3,243,889

Options expired

       

Options exercised

       

Options closed

       
    

Options outstanding at December 31, 2008

   7,628    $ 3,243,889
    

 

7. FORWARD EXCHANGE CONTRACTS

 

At December 31, 2008, the Fund had the following forward exchange contracts outstanding:

 

      Contract
Amount
   Settlement
Date
   Unrealized
Appreciation
   Unrealized
Depreciation
 
Contracts to Buy                      
5,613,413   

British Pound Sterling

   $ 9,377,312    1/12/09    $    $ (1,181,365 )
4,912,830   

Norwegian Krone

     780,000    1/12/09           (74,276 )
13,782,720   

Norwegian Krone

     1,960,000    1/12/09      19,878       
107,958,388   

Danish Krone

     18,438,823    1/23/09      1,807,911       
5,372,554   

Danish Krone

     1,027,444    1/23/09           (20,968 )
37,990,930   

Swiss Franc

     33,200,068    2/09/09      2,393,372       

 

MD-31


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Discovery Securities Fund

 

7. FORWARD EXCHANGE CONTRACTS (continued)

 

      Contract
Amount
   Settlement
Date
   Unrealized
Appreciation
   Unrealized
Depreciation
 
Contracts to Buy (continued)                      
18,293,533   

Euro

   $ 23,516,142    2/13/09    $ 2,019,230    $  
818,163   

Canadian Dollar

     649,679    2/27/09      22,356       
5,425,637   

British Pound Sterling

     9,257,764    3/10/09           (1,344,833 )
7,558,270   

Singapore Dollar

     5,097,916    3/24/09      164,312       
97,532   

Euro

     123,344    5/13/09      12,526       
8,829,341   

Norwegian Krone

     1,225,000    5/19/09      36,803       
Contracts to Sell                      
9,291,385   

British Pound Sterling

     16,031,601    1/12/09      2,465,575       
1,065,060   

Norwegian Krone

     150,000    1/12/09           (2,995 )
5,180,064   

Euro

     7,098,242    1/14/09           (140,378 )
174,298,800   

Danish Krone

     35,659,299    1/23/09      2,970,950       
12,480,592   

Danish Krone

     2,160,000    1/23/09           (180,635 )
6,000,000   

Euro

     8,777,100    1/26/09      397,327       
31,086,813   

Swiss Franc

     29,564,254    2/09/09      439,234       
1,546,071   

Swiss Franc

     1,340,000    2/09/09           (108,503 )
34,000,000   

Euro

     50,534,200    2/13/09      3,074,661       
485,045,975   

Japanese Yen

     5,049,102    2/19/09           (302,610 )
4,465,538   

Canadian Dollar

     3,532,792    2/27/09           (135,181 )
14,760,000   

Euro

     19,229,036    2/27/09           (1,366,564 )
45,000,000   

Swiss Franc

     40,637,391    3/09/09           (1,537,343 )
50,000,000   

British Pound Sterling

     86,707,650    3/10/09      13,785,975       
39,192,841   

Euro

     51,809,017    3/13/09           (2,861,153 )
13,326,539   

Singapore Dollar

     9,498,602    3/24/09      220,383       
764,694   

Singapore Dollar

     510,000    3/24/09           (22,396 )
11,546,075,000   

South Korean Won

     9,675,000    4/06/09      501,255   
19,992,657,500   

South Korean Won

     14,770,000    4/06/09           (1,114,838 )
1,342,000,000   

Japanese Yen

     15,284,738    4/20/09      456,363       
18,111,387   

Euro

     23,573,697    4/30/09           (1,663,718 )
1,857,314   

Euro

     2,327,214    5/13/09           (260,180 )
1,206,248   

Euro

     1,695,586    5/13/09      15,182       
131,354,325   

Norwegian Krone

     18,618,622    5/19/09           (153,253 )
14,000,000   

Euro

     18,230,800    5/29/09           (1,265,976 )
2,347,445   

New Zealand Dollar

     1,251,188    9/10/09           (89,993 )
3,185,451   

British Pound Sterling

     4,726,143    9/14/09      80,965   
Unrealized appreciation (depreciation) on offsetting forward exchange contracts            733,386      (90,384 )
                 
Unrealized appreciation (depreciation) on forward exchange contracts            31,617,644      (13,917,542 )
                 
Net unrealized appreciation (depreciation) on forward exchange contracts          $ 17,700,102   
                  

 

8. CREDIT RISK AND DEFAULTED SECURITIES

 

The Fund may purchase the pre-default or defaulted debt of distressed companies. Distressed companies are financially troubled and are about to be/or are already involved in financial restructuring or bankruptcy. The Fund does not accrue income on these securities, if it becomes probable that the income will not be collected. Risks associated with purchasing these securities include the possibility that the bankruptcy or other restructuring process takes longer than expected, or that distributions in

 

MD-32


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Discovery Securities Fund

 

8. CREDIT RISK AND DEFAULTED SECURITIES (continued)

 

restructuring are less than anticipated, either or both of which may result in unfavorable consequences to the Fund. At December 31, 2008, the aggregate value of these securities was $424,352, representing less than 0.03% of the Fund’s net assets. For information as to specific securities, see the accompanying Statement of Investments.

 

9. 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.

 

10. RESTRICTED SECURITIES

 

The Fund may invest 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 December 31, 2008, the Fund held investments in restricted securities, excluding 144A securities deemed to be liquid, valued in accordance with procedures approved by the Fund’s Board of Trustees as reflecting fair value, as follows:

 

Principal
Amount/
Shares/
Warrants/

Contracts

   Issuer    Acquisition
Dates
   Cost    Value
18,411   

AboveNet Inc.

   10/02/01 - 8/08/08    $ 910,432    $ 920,550
23   

AboveNet Inc., stock grant, grant price $20.95, expiration date 9/09/13

   4/17/06 - 9/08/06           52
739   

AboveNet Inc., wts., 9/08/10

   10/02/01 - 9/07/07      76,963      2,956
800,000   

The Bankshares Inc.

   3/22/07      8,000,000      5,163,550
2,161,828   

Cerberus CG Investor I LLC

   7/26/07 - 6/17/08      2,161,828      432,366
1,897,400   

Cerberus CG Investor I LLC, 12.00%, 7/31/14

   7/26/07      1,897,400      379,480
2,161,828   

Cerberus CG Investor II LLC

   7/26/07 - 6/17/08      2,161,828      432,366
1,897,400   

Cerberus CG Investor II LLC, 12.00%, 7/31/14

   7/26/07      1,897,400      379,480
1,080,914   

Cerberus CG Investor III LLC

   7/26/07 - 6/17/08      1,080,914      216,183
948,700   

Cerberus CG Investor III LLC, 12.00%, 7/31/14

   7/26/07      948,700      189,740
2,049,750   

Cerberus FIM Investors Holdco LLC

   11/20/06      2,049,750      434,132
6,148,028   

Cerberus FIM Investors Holdco LLC, 12.00%, 11/22/13

   11/21/06      6,148,028      1,302,152
9,611   

aDana Holding Corp., 4.00%, cvt. pfd., B

   12/27/07      961,100      86,499
21,716   

bDecisionOne Corp.

   3/12/99 - 7/18/00      16,482     
27,953   

bDecisionOne Corp., 12.00%, 4/15/10

   3/12/99 - 10/16/08      40,303      27,953
11,923   

bDecisionOne Corp., wts., 6/08/17

   7/09/07          
1,903   

Elephant Capital Holdings Ltd.

   8/23/04 - 3/10/08      221,298     
47,271   

IACNA Investor LLC

   7/24/08      48,411      473
451,787   

Imagine Group Holdings Ltd.

   8/31/04      4,626,977      3,700,135
424,073   

International Automotive Components Group Brazil LLC

   4/13/06 - 12/26/08      284,478      337,401
74,174   

International Automotive Components Group Japan LLC

   9/26/06 - 3/27/07      643,935      80,163
1,512,200   

International Automotive Components Group LLC

   1/12/06 - 10/16/06      1,512,594      257,225
407,500   

International Automotive Components Group NA LLC, 9.00%, 4/01/17

   3/30/07      413,613      196,448
1,353,608   

International Automotive Components Group NA LLC, A

   3/30/07 - 10/10/07      1,268,161      220,367

 

MD-33


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Discovery Securities Fund

 

10. RESTRICTED SECURITIES (continued)

 

Principal
Amount/
Shares/
Warrants/

Contracts

   Issuer    Acquisition
Dates
   Cost    Value
69,953   

Kindred Healthcare Inc.

   5/20/99 - 7/08/08    $ 657,546    $ 865,249
1,460,000   

MPF Corp. Ltd.

   5/08/06      7,500,856     
9,306   

NCB Warrant Holdings Ltd., A

   12/16/05 - 3/10/08      97,943     
2,140   

Olympus Re Holdings Ltd.

   12/19/01      206,942      5,024
5,513,169   

Pontus I LLC, junior note, 144A, FRN, 5.689%, 7/24/09

   1/22/08 - 2/25/08      10,141,345      6,221,085
872,120   

Pontus II Trust, junior profit-participating note, 144A, FRN, 7.516%, 6/25/09

   2/29/08      1,000,694      203,483
4,289   

PTV Inc., 10.00%, pfd., A

   12/07/01 - 3/06/02      6,005      3,860
               
  

Total Restricted Securities (1.81% of Net Assets)

         $ 22,058,372
               

 

aThe

Fund also invests in unrestricted securities of the issuer, valued at $84,671 as of December 31, 2008.

bThe

Fund also invests in unrestricted securities of the issuer, valued at $5,008 as of December 31, 2008.

 

11. UNFUNDED LOAN COMMITMENTS

 

The Fund may enter into certain credit agreements, all or a portion of which may be unfunded. The Fund is obligated to fund these loan commitments at the borrowers’ discretion. Funded portions of credit agreements are presented on the Statement of Investments.

 

At December 31, 2008, unfunded commitments were as follows:

 

Borrower    Unfunded
Commitment

Motor Coach Industries International Inc., First Lien DIP Revolver, FRN 7.75%, 9/19/09

   $ 94,703
      

 

Unfunded loan commitments and funded portions of credit agreements are marked to market daily and any unrealized appreciation or depreciation is included in the Statement of Assets and Liabilities and Statement of Operations.

 

12. UNFUNDED CAPITAL COMMITMENTS

 

At December 31, 2008, the Fund had aggregate unfunded capital commitments to investments of $3,036,399.

 

MD-34


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Discovery Securities Fund

 

13. 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 year ended December 31, 2008, were as shown below.

 

Name of Issuer    Number
of Shares
Held at
Beginning
of Year
   Gross
Additions
   Gross
Reductions
   Number
of Shares
Held at
End of
Year
  Value at
End of
Year
   Investment
Income
   Realized
Capital
Gain (Loss)

Non-Controlled Affiliates

                   

The Bankshares Inc. (0.42% of Net Assets)

   800,000          800,000   $ 5,163,550    $   —    $   —
                         

 

14. OTHER CONSIDERATIONS

 

Officers, directors or employees of the Fund’s Investment Manager, may serve from time to time as members of bondholders’ steering committees, official creditors’ committees, or boards of directors of companies in which the Fund invests. Such participation may result in the possession by the Investment Manager of material non-public information which, pursuant to the Fund’s policies and the requirements of applicable securities laws, could prevent the Fund from trading in the securities of such companies for limited or extended periods of time.

 

Franklin Mutual serves as investment manager to certain special purpose entities that issued securities held by the Fund. Franklin Mutual is not compensated for such services and does not invest in or exercise control over such entities. As investment manager, Franklin Mutual is primarily responsible for recommending investments in unaffiliated issuers to be held by the special purpose entities. Securities issued by these special purpose entities are restricted under the Securities Act of 1933 and are deemed to be illiquid.

 

15. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

MD-35


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Discovery Securities Fund

 

15. FAIR VALUE MEASUREMENTS (continued)

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets and liabilities carried at fair value:

 

     Level 1    Level 2    Level 3    Total

Assets:

           

Investments in Securities

   $ 683,784,401    $ 441,885,052    $ 22,819,492    $ 1,148,488,945

Other Financial Instrumentsa

          31,617,644           31,617,644

Liabilities:

           

Options Written

          3,271,438           3,271,438

Other Financial Instrumentsa

          13,918,055           13,918,055

 

a

Other financial instruments include net unrealized appreciation (depreciation) on forward exchange contracts and unfunded loan commitments.

 

At December 31, 2008, the reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining the Fund’s fair value, is as follows:

 

     Investments
in Securities
 

Beginning Balance – January 1, 2008

   $ 45,162,739  

Net realized gain (loss)

     247,018  

Net change in unrealized appreciation (depreciation)

     (27,542,924 )

Net purchases (sales)

     5,883,077  

Transfers in and/or out of Level 3

     (930,418 )
        

Ending Balance

   $ 22,819,492  
        

Net change in unrealized appreciation (depreciation) attributable to assets still held at end of year

   $ (29,450,870 )
        

 

16. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

MD-36


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Discovery Securities Fund

 

17. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

 

 

Currency Abbreviations

CAD - Canadian Dollar

EUR - Euro

GBP - British Pound Sterling

 

Selected Portfolio Abbreviations

ADR - American Depository Receipt

DIP - Debtor-In-Possession

FHLB - Federal Home Loan Bank

FRN - Floating Rate Note

PIK - Payment-In-Kind

REIT - Real Estate Investment Trust

 

MD-37


Franklin Templeton Variable Insurance Products Trust

 

Mutual Discovery Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of

Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Mutual Discovery Securities Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

MD-38


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Mutual Discovery Securities Fund

 

Under Section 852(b)(3)(C) of the Internal Revenue Code (Code), the Fund designates the maximum amount allowable but no less than $65,542,217 as a long term capital gain dividend for the fiscal year ended December 31, 2008.

 

Under Section 854(b)(2) of the Code, the Fund designates 12.36% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended December 31, 2008.

 

At December 31, 2007, more than 50% of the Fund’s total assets were invested in securities of foreign issuers. In most instances, foreign taxes were withheld from income paid to the Fund on these investments. As shown in the table below, the Fund designates to shareholders the foreign source income and foreign taxes paid, pursuant to Section 853 of the Code. This designation will allow shareholders of record on September 4, 2008, to treat their proportionate share of foreign taxes paid by the Fund as having been paid directly by them. The shareholder shall consider these amounts as foreign taxes paid in the tax year in which they receive the Fund distribution.

 

The following table provides a detailed analysis of foreign tax paid, and foreign source income, and foreign qualified dividends as designated by the Fund, to Class 1, Class 2, and Class 4 shareholders of record.

 

Class    Foreign Tax
Paid
Per Share
     Foreign
Source Income
Per Share
     Foreign
Qualified Dividends
Per Share

Class 1

   $ 0.0351      $ 0.3483      $ 0.2644

Class 2

   $ 0.0351      $ 0.3147      $ 0.2390

Class 4

   $ 0.0351      $ 0.3483      $ 0.2644

 

Foreign Tax Paid Per Share (Column 1) is the amount per share available to you, as a tax credit (assuming you held your shares in the Fund for a minimum of 16 days during the 31-day period beginning 15 days before the ex-dividend date of the Fund’s distribution to which the foreign taxes relate), or, as a tax deduction.

 

Foreign Source Income Per Share (Column 2) is the amount per share of income dividends paid to you that is attributable to foreign securities held by the Fund, plus any foreign taxes withheld on these dividends.

 

Foreign Qualified Dividends Per Share (Column 3) is the amount per share of foreign source qualified dividends the Fund paid to you, plus any foreign taxes withheld on these dividends. These amounts represent the portion of the Foreign Source Income reported to you in column 2 that were derived from qualified foreign securities held by the Fund.

 

MD-39


MUTUAL SHARES SECURITIES FUND

 

This annual report for Mutual Shares Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   -37.14%    -0.65%    +4.03%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -32.12%.

 

Total Return Index Comparison

for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Standard & Poor’s 500 Index (S&P 500). One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Mutual Shares Securities Fund – Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

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Fund Goals and Main Investments: Mutual Shares Securities Fund seeks capital appreciation, with income as a secondary goal. The Fund normally invests primarily in U.S. and foreign equity securities that the manager believes are undervalued. The Fund also invests, to a lesser extent, in risk arbitrage securities and distressed companies.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund performed comparably to its benchmark, the S&P 500, which had a -37.00% total return for the period under review.1

 

Economic and Market Overview

 

In 2008, the U.S. economy faltered and The Conference Board’s Consumer Confidence Index fell to an all-time low since it began in 1967. The government’s abrupt conservatorship of Fannie Mae and Freddie Mac and the failure of several blue-chip banks and financial institutions roiled the equity markets. Despite government interventions and massive emergency funding, rapidly weakening manufacturing activity and falling home prices exacerbated the nation’s economic troubles. Jobless claims mounted and the unemployment rate rose to 7.2% by period-end.2 In early December, the National Bureau of Economic Research officially declared the U.S. economy has been in recession since December 2007.

 

The weakening U.S. economy negatively impacted growth prospects around the world. Although growth in the first half of the year was robust in developing economies, particularly in Asia, signs of a global

slowdown surfaced in the latter half. In an environment of extremely high commodity prices that increased inflationary pressure, the world’s monetary authorities faced the choice of lowering short-term interest rates to stimulate growth or raising them to fight rising inflation. Stimulus provided through fiscal and monetary policies implemented around the globe sought to restore financial market stability and reignite economic growth.

 

The U.S. Treasury and the Federal Reserve Board took unprecedented steps, including lowering short-term rates to near 0% from 4.25%. The European Central Bank (ECB) and many of the world’s other central banks had raised rates due to inflationary pressures. Later in the year, the

 

1. Source: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

2. Source: Bureau of Labor Statistics.

 

Fund Risks: The Fund’s investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. Investments in companies involved in mergers, liquidations, reorganizations and distressed bankruptcy, which may include defaulted debt, involve higher credit and other risks. Foreign investing, especially in emerging markets, involves additional risks, including currency fluctuations, economic instability, market volatility, and political and social instability. Smaller and midsize company securities involve special risks, such as relatively small revenues, limited product lines and small market share. The Fund’s prospectus also includes a description of the main investment risks.

 

MS-2


potential for global recession trumped inflationary concerns, and the world’s monetary authorities cut interest rates aggressively. The U.S. dollar, which had declined earlier in the period versus many of the world’s currencies, regained ground quickly toward period-end as a flight to the relative safety of U.S. Treasuries prevailed.

 

In this challenging economic time, volatility came to define global equity markets. Virtually all local indexes ended the 12-month period with marked losses. Despite negative economic data and an outlook for decelerating corporate earnings and profit margins globally, many companies outside the financials sector retained relatively strong balance sheets.

 

Investment Strategy

 

At Mutual Series, we are committed to our distinctive value approach to investing. Our major investment strategy is investing in undervalued stocks. When selecting undervalued equities, we are attracted to fundamentally strong companies with healthy balance sheets, high-quality assets, substantial free cash flow and shareholder-oriented management teams and whose stocks are trading at discounts to our assessment of the companies’ intrinsic or business value. We also look for asset rich companies whose shares may be trading at depressed levels due to concerns over short-term earnings disappointments, litigation, management strategy or other perceived negatives. While the vast majority of our undervalued equity investments are made in publicly traded companies globally, we may invest occasionally in privately held companies as well.

 

We complement this more traditional investment strategy with two others. One is distressed investing, which is complex and can take many forms. The most common distressed investment the Fund undertakes is the purchase of financially troubled or bankrupt companies’ debt at a substantial discount to face value. After the financially distressed company is reorganized, often in bankruptcy court, the old debt is typically replaced with new securities issued by the financially stronger company.

 

The other piece of our investment strategy is participating in arbitrage situations, another highly specialized field. When companies announce proposed mergers or takeovers, commonly referred to as “deals,” the target company may trade at a discount to the bid it ultimately accepts. One form of arbitrage involves purchasing the target company’s stock when it is trading below the value it would receive in a deal. In keeping with our commitment to a relatively conservative investment approach,

 

LOGO

 

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we typically focus our arbitrage efforts on announced deals, and eschew rumored deals or other situations we consider relatively risky.

 

In addition, we will generally seek to hedge the Fund’s currency exposure when we deem it advantageous for our shareholders.

 

Manager’s Discussion

 

During the period under review, three investments that declined in value were Constellation Energy, a power generation and distribution company; News Corp., an international media company; and International Paper, a paper and forest products company.

 

In the second half of 2008, Constellation Energy’s management disclosed that collateral requirements for certain business operations had increased substantially. This development triggered concerns about the company’s capital position, and its share price weakened materially. In September, MidAmerican Energy Holdings, a utility controlled by Berkshire Hathaway, agreed to inject capital into Constellation and also offered to purchase all of Constellation’s outstanding shares for $4.7 billion. Initially, Constellation’s board supported MidAmerican’s offer, but by mid-December Electricite de France (EDF), a Constellation joint venture partner, offered to purchase half of the company’s nuclear assets for $4.5 billion. The EDF proposal enabled existing investors to retain a stake in half of Constellation’s nuclear generation assets and complete ownership of its remaining assets. Constellation’s board ultimately endorsed EDF’s offer and terminated the MidAmerican deal. During the course of 2008, Constellation’s shares fell almost 75% in value. Although MidAmerican’s capital injection was dilutive to shareholders and the shares declined in value, we believed the share price at year-end materially undervalued Constellation’s combined assets.

 

News Corp. shares declined 55% as early signs of recession curbed advertising spending. The company has a diversified portfolio of media properties including television networks and stations, cable networks, newspapers and a film studio. While some of these platforms posted strong growth, the television stations and newspaper operations proved particularly vulnerable as consumers’ multi-year migration away from those media formats was exacerbated by a slowing advertising market. Although perhaps somewhat counterintuitive, the company’s significant cash balance also weighed on the stock price. Investors were concerned about the company’s suggestions that it would prefer strategic acquisitions over stock repurchases despite the weak business environment. We believed that the longer-term strategic value of News Corp.’s assets remained intact.

 

Top 10 Sectors/Industries

Mutual Shares Securities Fund

Based on Equity Securities 12/31/08

 

      % of Total
Net Assets
Tobacco    11.1%
Insurance    7.3%
Media    6.2%
Food Products    4.6%
Food & Staples Retailing    4.1%
Oil, Gas & Consumable Fuels    3.9%
Industrial Conglomerates    3.7%
Diversified Telecommunication Services    3.2%
Electric Utilities    3.0%
Paper & Forest Products    2.7%

 

MS-4


Shares of International Paper, North America’s largest producer of cardboard boxes and the second-largest producer of copy paper in North America, declined 62% in value during the year under review. The stock came under pressure as rising raw materials prices drove input costs higher, demand declined due to overall economic weakness, and lower capacity utilization negatively affected the company’s financial performance. Despite these headwinds, pricing for International Paper’s products remained fairly firm as the company (and most of its competitors) aggressively reduced production to better match supply with demand. The company completed its purchase of Weyerhaeuser’s box business in August, which provided significant cost-saving opportunities. We believed this holding’s intrinsic value was significantly higher than year-end market values and continued to hold the position into 2009.

 

In contrast to these disappointments, three of the Fund’s best performing investments were Valeant Pharmaceuticals International, a specialty pharmaceuticals company; brewer Anheuser-Busch; and H&R Block, a financial services company specializing in tax return preparation.

 

Valeant is a multinational company that develops and markets products primarily in the neurology and therapeutic dermatology areas. Valeant’s stock rose 91% during the year, supported by a number of positive developments. In February 2008, Michael Pearson was named CEO, and his focus on the company’s core geographies was well received by investors. Pearson quickly began to deliver on his strategy by selling the company’s western European operations and announcing his intention to exit much of the central European business. Over the course of 2008, Valeant also announced a cost reduction program, a partnership with GlaxoSmithKline to develop the epilepsy drug Retigabine, and acquisitions to bolster existing product lines.

 

Anheuser-Busch received an unsolicited $65-per-share cash takeover offer from Belgian brewing giant InBev in the spring of 2008. In our analysis, the company had been a long-time underperformer and suffered from a complacent management team. After the initial announcement, we began to buy shares at a discount to the offer as we believed the acquirer had the financial strength and management aggressiveness to increase its price and complete the deal. In July, the board of Anheuser-Busch accepted InBev’s enhanced $70-per-share cash offer. As the global credit crunch accelerated in September and October, Anheuser-Busch shares traded lower over concerns that the

 

Top 10 Holdings

Mutual Shares Securities Fund 12/31/08

 

Company
Sector/Industry,
Country
  % of Total
Net Assets
British American Tobacco PLC, ord. & ADR   3.1%
Tobacco, U.K.  
Berkshire Hathaway Inc., A & B   2.7%
Insurance, U.S.  
Comcast Corp., A   2.4%
Media, U.S.  
Imperial Tobacco Group PLC   2.3%
Tobacco, U.K.  
CVS Caremark Corp.   2.0%
Food & Staples Retailing, U.S.  
Microsoft Corp.   1.9%
Software, U.S.  
Nestle SA   1.8%
Food Products, Switzerland  
E.ON AG   1.5%
Electric Utilities, Germany  
Mattel Inc.   1.5%
Leisure Equipment & Products, U.S.  
News Corp., A   1.5%
Media, U.S.  

 

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments.

 

MS-5


deal might not close, and we used this opportunity to add to the Fund’s position. InBev completed the acquisition in November, and the new company, Anheuser-Busch InBev, became the largest global brewer. Overall, the Fund’s investment appreciated nearly 15% during 2008.

 

H&R Block (sold by period-end) is the largest U.S. tax preparer, serving clients through both retail offices and the Internet. In recent years, the company expanded its business portfolio by entering the subprime mortgage market and suffered the consequences in 2007 and thereafter. In 2008, shareholders voted in new board members who exited the mortgage business and improved operating margins in H&R Block’s remaining businesses. During the time we held it in 2008, the Fund’s shares rose 25% in value as a result of this management turnaround.

 

Finally, investors should note that we maintained our currency hedging posture of being generally hedged to the U.S. dollar for most of our non-U.S. holdings. Since the dollar was stronger compared with most foreign currencies during 2008, the Fund benefited to the extent it was hedged. Also, our sizable cash position provided a cushion against declining markets.

 

Thank you for your participation in Mutual Shares Securities Fund. We look forward to serving your future investment needs.

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

MS-6


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown below would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Mutual Shares Securities Fund – Class 4

 

MS-7


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

  

Ending

Account

Value 12/31/08

   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 732.30    $ 4.75

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,019.66    $ 5.53

 

*Expenses are calculated using the most recent six-month annualized expense ratio for the Fund’s Class 4 shares (1.09%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

MS-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Mutual Shares Securities Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 20.42     $ 20.67     $ 18.35     $ 16.78     $ 15.00  
        

Income from investment operationsa:

          

Net investment incomeb

     0.34       0.54       0.40       0.34       0.21  

Net realized and unrealized gains (losses)

     (7.54 )     0.31       2.86       1.47       1.71  
        

Total from investment operations

     (7.20 )     0.85       3.26       1.81       1.92  
        

Less distributions from:

          

Net investment income

     (0.57 )     (0.35 )     (0.29 )     (0.18 )     (0.14 )

Net realized gains

     (0.73 )     (0.75 )     (0.65 )     (0.06 )      
        

Total distributions

     (1.30 )     (1.10 )     (0.94 )     (0.24 )     (0.14 )
        

Net asset value, end of year

   $ 11.92     $ 20.42     $ 20.67     $ 18.35     $ 16.78  
        

Total returnc

     (36.93)%       3.72%       18.66%       10.83%       12.88%  

Ratios to average net assets

          

Expensesd,e

     0.73%       0.72%       0.81%       0.78%       0.75%  

Expenses - excluding dividend expense on securities sold shorte

     0.73%       0.72%       0.74%       0.74%       0.73%  

Net investment income

     2.16%       2.58%       2.02%       1.97%       1.40%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 319,703     $ 272,509     $ 259,943     $ 260,317     $ 287,324  

Portfolio turnover rate

     44.11%       41.73% f     19.75%       19.59%       31.49%  

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dIncludes dividend expense on securities sold short which varies from period to period. See below for expense ratios that reflect only operating expenses.

eBenefit of expense reduction rounds to less than 0.01%.

fExcludes the value of portfolio securities delivered as a result of redemption in-kind. See Note 15.

 

The accompanying notes are an integral part of these financial statements.

 

MS-9


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Mutual Shares Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 20.19     $ 20.46     $ 18.18     $ 16.64     $ 14.90  
        

Income from investment operationsa:

          

Net investment incomeb

     0.32       0.48       0.34       0.29       0.18  

Net realized and unrealized gains (losses)

     (7.49 )     0.31       2.84       1.46       1.68  
        

Total from investment operations

     (7.17 )     0.79       3.18       1.75       1.86  
        

Less distributions from:

          

Net investment income

     (0.51 )     (0.31 )     (0.25 )     (0.15 )     (0.12 )

Net realized gains

     (0.73 )     (0.75 )     (0.65 )     (0.06 )      
        

Total distributions

     (1.24 )     (1.06 )     (0.90 )     (0.21 )     (0.12 )
        

Net asset value, end of year

   $ 11.78     $ 20.19     $ 20.46     $ 18.18     $ 16.64  
        

Total returnc

     (37.11)%       3.48%       18.38%       10.55%       12.63%  

Ratios to average net assets

          

Expensesd,e

     0.98%       0.97%       1.06%       1.03%       1.00%  

Expenses - excluding dividend expense on securities sold shorte

     0.98%       0.97%       0.99%       0.99%       0.98%  

Net investment income

     1.91%       2.33%       1.77%       1.72%       1.15%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 3,303,761     $ 5,925,551     $ 5,140,878     $ 3,596,889     $ 2,464,374  

Portfolio turnover rate

     44.11%       41.73% f     19.75%       19.59%       31.49%  

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dIncludes dividend expense on securities sold short which varies from period to period. See below for expense ratios that reflect only operating expenses.

eBenefit of expense reduction rounds to less than 0.01%.

fExcludes the value of portfolio securities delivered as a result of redemption in-kind. See Note 15.

 

The accompanying notes are an integral part of these financial statements.

 

MS-10


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Mutual Shares Securities Fund

 

Class 4    period Ended
December 31,
2008
a
 
        

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 18.91  
        

Income from investment operationsb:

  

Net investment incomec

     0.17  

Net realized and unrealized gains (losses)

     (5.90 )
        

Total from investment operations

     (5.73 )
        

Less distributions from:

  

Net investment income

     (0.57 )

Net realized gains

     (0.73 )
        

Total distributions

     (1.30 )
        

Net asset value, end of period

   $ 11.88  
        

Total returnd

     (32.12)%  

Ratios to average net assetse

  

Expensesf,g

     1.08%  

Expenses - excluding dividend expense on securities sold shortg

     1.08%  

Net investment income

     1.81%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 57,266  

Portfolio turnover rate

     44.11%  

 

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total return is not annualized for periods less than one year.

eRatios are annualized for periods less than one year.

fIncludes dividend expense on securities sold short which varies from period to period. See below for expense ratios that reflect only operating expenses.

gBenefit of expense reduction rounds to less than 0.01%.

 

The accompanying notes are an integral part of these financial statements.

 

MS-11


Franklin Templeton Variable Insurance Product Trust

 

Statement of Investments, December 31, 2008

 

Mutual Shares Securities Fund    Country      Shares/
Warrants/
Contracts
     Value

Common Stocks and Other Equity Interests 80.5%

            

Aerospace & Defense 1.2%

            

aGenCorp Inc.

   United States      494,180      $ 1,818,582

United Technologies Corp.

   United States      770,303        41,288,240
                
                    43,106,822
                

Air Freight & Logistics 1.2%

            

Deutsche Post AG

   Germany      1,781,688        29,410,203

TNT NV

   Netherlands      847,498        16,306,377
                
               45,716,580
                

Airlines 0.3%

            

aACE Aviation Holdings Inc., A

   Canada      594,087        3,295,601

aDelta Air Lines Inc.

   United States      800,435        9,172,985

a,bNorthwest Airlines Corp., Contingent Distribution

   United States      27,670,000        17,432
                
               12,486,018
                

Auto Components 0.2%

            

a,b,cCollins & Aikman Products Co., Contingent Distribution

   United States      929,505        9,295

aDana Holding Corp.

   United States      437,959        324,090

a,bDana Holding Corp., Contingent Distribution

   United States      10,339,000        3,231

aGoodyear Tire & Rubber Co.

   United States      1,068,854        6,381,058

aLear Corp.

   United States      633,092        892,660
                
               7,610,334
                

Automobiles 0.6%

            

Daimler AG

   Germany      350,712        12,946,576

Harley-Davidson Inc.

   United States      333,270        5,655,592

a,dIACNA Investor LLC

   United States      168,957        1,690

a,d,eInternational Automotive Components Group Brazil LLC

   Brazil      1,730,515        1,376,833

a,d,eInternational Automotive Components Group Japan LLC

   Japan      269,643        291,413

a,d,eInternational Automotive Components Group LLC

   Luxembourg      6,170,474        1,049,598

a,d,eInternational Automotive Components Group NA LLC, A

   United States      4,838,053        787,635
                
               22,109,337
                

Beverages 2.7%

            

Brown-Forman Corp., A

   United States      7,455        377,372

Brown-Forman Corp., B

   United States      107,219        5,520,707

Carlsberg AS, B

   Denmark      296,066        9,525,128

Coca-Cola Enterprises Inc.

   United States      730,903        8,792,763

aDr. Pepper Snapple Group Inc.

   United States      1,919,017        31,184,026

Pernod Ricard SA

   France      581,644        43,081,180
                
               98,481,176
                

Biotechnology 0.7%

            

aGenentech Inc.

   United States      319,254        26,469,349
                

Building Products 0.4%

            

Armstrong World Industries Inc.

   United States      87,790        1,898,020

aOwens Corning Inc.

   United States      820,981        14,202,971
                
               16,100,991
                

Capital Markets 0.4%

            

The Goldman Sachs Group Inc.

   United States      159,570        13,466,112
                

 

MS-12


Franklin Templeton Variable Insurance Product Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Mutual Shares Securities Fund    Country      Shares/
Warrants/
Contracts
     Value

Common Stocks and Other Equity Interests (continued)

            

Chemicals 1.5%

            

a,b,cDow Corning Corp., Contingent Distribution

   United States      650,000      $ 25,000

Koninklijke DSM NV

   Netherlands      670,345             17,176,818

Linde AG

   Germany      469,701        39,308,458
                
               56,510,276
                

Commercial Banks 1.7%

            

Danske Bank AS

   Denmark      623,814        6,094,108

a,dElephant Capital Holdings Ltd.

   Japan      11,728       

Fifth Third Bancorp

   United States      1,262,440        10,427,754

aGuaranty Bancorp

   United States      1,288,316        2,576,632

Intesa Sanpaolo SpA

   Italy      4,568,690        16,210,564

a,dNCB Warrant Holdings Ltd., A

   Japan      57,295       

U.S. Bancorp

   United States      1,039,890        26,007,649
                
               61,316,707
                

Commercial Services & Supplies 0.0%f

            

aComdisco Holding Co. Inc.

   United States      180        1,404

a,bComdisco Holding Co. Inc., Contingent Distribution

   United States      7,473,000       
                
               1,404
                

Communications Equipment 0.9%

            

Motorola Inc.

   United States      4,535,313        20,091,437

Telefonaktiebolaget LM Ericsson, B

   Sweden      1,760,509        13,239,280

Telefonaktiebolaget LM Ericsson, B, ADR

   Sweden      80,000        624,800
                
               33,955,517
                

Computers & Peripherals 1.3%

            

a,dDecisionOne Corp

   United States      108,227       

a,dDecisionOne Corp., wts., 6/08/17

   United States      59,425       

aDell Inc.

   United States      3,772,456        38,629,950

Diebold Inc.

   United States      301,904        8,480,483
                
               47,110,433
                

Consumer Finance 0.2%

            

a,dCerberus CG Investor I LLC

   United States      8,172,654        1,634,531

a,dCerberus CG Investor II LLC

   United States      8,172,654        1,634,531

a,dCerberus CG Investor III LLC

   United States      4,086,327        817,265

a,dCerberus FIM Investors Holdco LLC

   United States      7,900,500        1,673,305
                
               5,759,632
                

Containers & Packaging 0.1%

            

Temple-Inland Inc.

   United States      842,989        4,046,347
                

Diversified Consumer Services 0.2%

            

Hillenbrand Inc.

   United States      342,585        5,714,318
                

Diversified Financial Services 1.2%

            

CIT Group Inc.

   United States      2,746,700        12,470,018

a,d,gGLCP Harrah’s Investment LP

   United States      5,565,600        1,669,680

JPMorgan Chase & Co.

   United States      949,017        29,922,506

a,bMarconi Corp., Contingent Distribution

   United Kingdom      9,945,700       
                
               44,062,204
                

 

MS-13


Franklin Templeton Variable Insurance Product Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Mutual Shares Securities Fund    Country      Shares/
Warrants/
Contracts
     Value

Common Stocks and Other Equity Interests (continued)

            

Diversified Telecommunication Services 3.2%

            

a,d,eAboveNet Inc.

   United States      62,453      $ 3,122,650

a,d,eAboveNet Inc., stock grant, grant price $20.95, expiration date 9/09/13

   United States      78        175

a,d,eAboveNet Inc., wts., 9/08/10

   United States      2,995        11,980

a,b,cGlobal Crossing Holdings Ltd., Contingent Distribution

   United States      9,005,048       

Koninklijke (Royal) KPN NV

   Netherlands      1,924,766        27,936,736

Qwest Communications International Inc.

   United States      14,890,274        54,200,597

Telefonica SA

   Spain      1,502,812        33,306,906
                
                  118,579,044
                

Electric Utilities 3.0%

            

E.ON AG

   Germany      1,423,873        55,787,866

Entergy Corp.

   United States      260,290        21,637,908

Exelon Corp.

   United States      571,467        31,779,280
                
               109,205,054
                

Electronic Equipment, Instruments & Component 0.6%

            

Tyco Electronics Ltd.

   United States      1,456,842        23,615,409
                

Energy Equipment & Services 1.5%

            

Baker Hughes Inc.

   United States      442,458        14,189,628

aExterran Holding Inc.

   United States      613,890        13,075,857

aPride International Inc.

   United States      453,060        7,239,899

aTransocean Ltd.

   United States      460,927        21,778,801
                
               56,284,185
                

Food & Staples Retailing 4.1%

            

Carrefour SA

   France      844,026        32,479,148

CVS Caremark Corp.

   United States      2,591,865        74,490,200

Kroger Co.

   United States      1,689,186        44,611,402
                
               151,580,750
                

Food Products 4.6%

            

Cadbury PLC

   United Kingdom      3,689,234        32,626,220

Groupe Danone

   France      373,591        22,556,900

Kraft Foods Inc., A

   United States      1,773,448        47,617,079

Nestle SA

   Switzerland      1,720,203        67,010,436
                
               169,810,635
                

Health Care Providers & Services 1.0%

            

aCommunity Health Systems Inc.

   United States      1,204,704        17,564,584

a,dKindred Healthcare Inc.

   United States      167,311        2,069,470

Quest Diagnostics Inc.

   United States      212,827        11,047,850

aTenet Healthcare Corp.

   United States      6,379,987        7,336,985
                
               38,018,889
                

Hotels, Restaurants & Leisure 0.0%f

            

aTrump Entertainment Resorts Inc.

   United States      252,793        43,076
                

Independent Power Producers & Energy Traders 0.7%

            

Constellation Energy Group

   United States      1,036,736        26,011,706
                

Industrial Conglomerates 3.7%

            

Keppel Corp. Ltd.

   Singapore      3,905,323        11,804,571

Koninklijke Philips Electronics NV

   Netherlands      1,315,064        25,431,351

 

MS-14


Franklin Templeton Variable Insurance Product Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Mutual Shares Securities Fund    Country      Shares/
Warrants/
Contracts
     Value

Common Stocks and Other Equity Interests (continued)

            

Industrial Conglomerates (continued)

            

eOrkla ASA

   Norway      5,362,549      $ 35,044,300

Siemens AG

   Germany      590,321        43,575,288

Tyco International Ltd.

   United States      1,019,893        22,029,689
                
                  137,885,199
                

Insurance 7.3%

            

ACE Ltd.

   United States      704,320        37,272,614

aAlleghany Corp.

   United States      23,351        6,584,982

aBerkshire Hathaway Inc., A

   United States      149        14,393,400

aBerkshire Hathaway Inc., B

   United States      26,810        86,167,340

aConseco Inc.

   United States      1,091,457        5,653,747

Old Republic International Corp.

   United States      2,329,142        27,763,373

a,dOlympus Re Holdings Ltd.

   United States      16,280        38,219

Prudential Financial Inc.

   United States      513,795        15,547,437

The Travelers Cos. Inc.

   United States      320,496        14,486,419

White Mountains Insurance Group Ltd.

   United States      140,935        37,645,148

Zurich Financial Services AG

   Switzerland      118,066        25,096,902
                
               270,649,581
                

Internet Software & Services 0.2%

            

a,hYahoo! Inc.

   United States      625,670        7,633,174
                

IT Services 0.7%

            

aAlliance Data Systems Corp.

   United States      557,448        25,938,056
                

Leisure Equipment & Products 1.9%

            

Eastman Kodak Co.

   United States      2,112,040        13,897,223

Mattel Inc.

   United States      3,399,259        54,388,144
                
               68,285,367
                

Life Sciences Tools & Services 0.1%

            

aMDS Inc.

   Canada      825,217        5,120,306
                

Machinery 0.5%

            

AB SKF, B

   Sweden      1,095,590        10,824,188

Federal Signal Corp.

   United States      930,921        7,642,862

a,dMotor Coach Industries International Inc., wts., 5/27/09

   United States      2       
                
               18,467,050
                

Marine 0.6%

            

A.P. Moller - Maersk AS

   Denmark      4,478        23,639,708
                

Media 6.2%

            

aAdelphia Recovery Trust

   United States      29,283,354        292,833

a,bAdelphia Recovery Trust, Arahova Contingent Value Vehicle, Contingent Distribution

   United States      1,955,453        293,318

a,bCentury Communications Corp., Contingent Distribution

   United States      5,487,000       

Comcast Corp., A

   United States      5,447,444        87,976,221

News Corp., A

   United States      5,966,390        54,234,485

Time Warner Inc.

   United States      3,765,929        37,885,246

a,cTVMAX Holdings Inc.

   United States      35,609       

aViacom Inc., B

   United States      1,499,203        28,574,809

Virgin Media Inc.

   United Kingdom      3,623,690        18,082,213
                
               227,339,125
                

 

MS-15


Franklin Templeton Variable Insurance Product Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Mutual Shares Securities Fund    Country      Shares/
Warrants/
Contracts
     Value

Common Stocks and Other Equity Interests (continued)

            

Metals & Mining 1.0%

            

AK Steel Holding Corp.

   United States      725,540      $ 6,762,033

ArcelorMittal, N.Y. shs., A

   Netherlands      687,340        16,901,690

Cliffs Natural Resources Inc.

   United States      474,700        12,157,067
                
                    35,820,790
                

Multi-Utilities 1.0%

            

GDF Suez

   France      719,094        35,519,611

a,bNorthWestern Corp., Contingent Distribution

   United States      3,348,000       
                
               35,519,611
                

Oil, Gas & Consumable Fuels 3.9%

            

BP PLC

   United Kingdom      2,800,254        21,512,931

BP PLC, ADR

   United Kingdom      5,003        233,840

Marathon Oil Corp.

   United States      1,319,820        36,110,275

Noble Energy Inc.

   United States      303,140        14,920,551

Royal Dutch Shell PLC, A

   United Kingdom      1,813,808        47,554,646

Total SA, B

   France      406,819        22,134,149
                
               142,466,392
                

Paper & Forest Products 2.7%

            

aDomtar Corp.

   United States      3,649,675        6,094,957

International Paper Co.

   United States      2,706,902        31,941,444

MeadWestvaco Corp.

   United States      1,553,006        17,378,137

Mondi Ltd.

   United Kingdom      55,042        200,979

Weyerhaeuser Co.

   United States      1,407,287        43,077,055
                
               98,692,572
                

Pharmaceuticals 1.8%

            

Novartis AG

   Switzerland      681,230        33,618,148

Schering-Plough Corp.

   United States      343,900        5,856,617

aValeant Pharmaceuticals International

   United States      649,761        14,879,527

aWatson Pharmaceuticals Inc.

   United States      406,933        10,812,210
                
               65,166,502
                

Real Estate Investment Trusts (REITs) 0.8%

            

Alexander’s Inc.

   United States      39,751        10,132,530

Link REIT

   Hong Kong      8,626,736        14,247,661

Ventas Inc.

   United States      119,989        4,028,030
                
               28,408,221
                

Real Estate Management & Development 0.5%

            

cCanary Wharf Group PLC

   United Kingdom      1,535,898        5,920,384

aForestar Real Estate Group

   United States      330,463        3,146,008

aThe St. Joe Co.

   United States      314,282        7,643,338
                
               16,709,730
                

Semiconductors & Semiconductor Equipment 1.1%

            

aLSI Corp.

   United States      6,515,393        21,435,643

Maxim Integrated Products Inc.

   United States      1,542,747        17,618,171
                
               39,053,814
                

Software 1.9%

            

Microsoft Corp.

   United States      3,655,003        71,053,258
                

 

MS-16


Franklin Templeton Variable Insurance Product Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Mutual Shares Securities Fund    Country      Shares/
Warrants/
Contracts
    Value

Common Stocks and Other Equity Interests (continued)

         

Tobacco 11.1%

         

Altria Group Inc.

   United States      2,246,727     $ 33,835,709

British American Tobacco PLC

   United Kingdom      4,320,987       113,598,313

British American Tobacco PLC, ADR

   United Kingdom      4,218       223,301

Imperial Tobacco Group PLC

   United Kingdom      3,149,559       85,101,633

Japan Tobacco Inc.

   Japan      8,266       27,357,174

KT&G Corp.

   South Korea      558,019       34,947,983

Lorillard Inc.

   United States      170,740       9,621,199

Philip Morris International Inc.

   United States      455,680       19,826,637

Reynolds American Inc.

   United States      1,234,051       49,744,596

UST Inc.

   United States      495,724       34,393,331
             
            408,649,876
             

Transportation Infrastructure 0.0%f

         

aGroupe Eurotunnel SA

   France      3,017       16,242

aGroupe Eurotunnel SA, wts., 12/30/11

   France      160,159       18,364
             
            34,606
             

Total Common Stocks and Other Equity Interests (Cost $4,086,398,042)

            2,963,705,243
             

Preferred Stocks 0.0%f

         

Auto Components 0.0%f

         

dDana Holding Corp., 4.00%, cvt. pfd., B

   United States      37,154       334,386
             

Diversified Telecommunication Services 0.0%f

         

a,dPTV Inc., 10.00%, pfd., A

   United Kingdom      17,300       15,570
             

Total Preferred Stocks (Cost $3,739,620)

            349,956
             
            Principal
Amount
j
     

Corporate Bonds & Notes 2.4%

         

kACE Aviation Holdings Inc., cvt., 144A, 4.25%, 6/01/35

   Canada      1,242,000  CAD     904,961

lBoston Generating LLC, FRN,
Revolver, 1.334%, 12/21/13

   United States      194,500       116,700

Synthetic Letter of Credit, 1.334%, 12/21/13

   United States      694,600       416,760

Term Loan B, 2.711%, 12/21/13

   United States      3,076,651       1,845,994

lCalpine Corp., Exit Term Loan, FRN, 6.645%, 3/29/14

   United States      26,950,161       19,991,252

dCerberus CG Investor I LLC, 12.00%, 7/31/14

   United States      7,173,000       1,434,600

dCerberus CG Investor II LLC, 12.00%, 7/31/14

   United States      7,173,000       1,434,600

dCerberus CG Investor III LLC, 12.00%, 7/31/14

   United States      3,586,500       717,300

dCerberus FIM Investors Holdco LLC, 12.00%, 11/22/13

   United States      23,696,793       5,018,981

i,lCharter Communications Operating LLC, Term Loan B, FRN, 3.63%, 3/06/14

   United States      5,329,900       3,600,614

DecisionOne Corp.,
d12.00%, 4/15/10

   United States      139,306       139,306

c,lFRN, 5.50%, 5/12/09

   United States      24,958       24,958

lFirst Data Corp., Term Loan, FRN, 3.211%, 9/24/14
B-1

   United States      5,998,713       3,665,394

B-2

   United States      1,505,688       920,021

B-3

   United States      1,481,649       906,739

Groupe Eurotunnel SA, cvt., sub. bond, NRS I,
T2, 3.00%, 7/28/09

   France      4,300  EUR     5,111

 

MS-17


Franklin Templeton Variable Insurance Product Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Mutual Shares Securities Fund    Country      Principal
Amount
j
    Value

Corporate Bonds & Notes (continued)

         

Groupe Eurotunnel SA, cvt., sub. bond, NRS I (continued)

         

T2, 3.00%, 7/28/09

   France      4,979  GBP   $ 7,271

T3, 3.00%, 7/28/10

   France      2,425,100  EUR     2,882,365

T3, 3.00%, 7/28/10

   France      1,688,564  GBP     2,466,232

d,eInternational Automotive Components Group NA LLC, 9.00%, 4/01/17

   United States      1,456,500       702,150

d,e,l,mPontus I LLC, 144A, FRN, 5.689%, 7/24/09

   United States      17,760,635       20,041,178

d,e,l,mPontus II Trust, junior profit-participating note, 144A, FRN, 7.516%, 6/25/09

   United States      2,809,825       655,588

lRealogy Corp., FRN,

         

n4.596%, 4/10/13

   United States      7,608,610       4,346,419

Delayed Draw Term B Loan, 5.706%, 10/10/13

   United States      692,091       436,594

Initial Term Loan B, 5.706%, 10/10/13

   United States      3,816,880       2,407,814

Synthetic Letter of Credit, 1.52%, 10/10/13

   United States      1,027,637       648,267

lTexas Competitive Electric Holdings Co. LLC, FRN,

         

5.368%, 10/10/14

   United States      15,919,615       11,110,570

Term Loan B3, 5.368%, 10/10/14

   United States      1,487,534       1,038,175

c,oTVMAX Holdings Inc., PIK,

         

11.50%, 3/31/09

   United States      56,676       39,673

14.00%, 3/31/09

   United States      206,218       144,352
             

Total Corporate Bonds & Notes (Cost $151,842,612)

            88,069,939
             

Corporate Bonds & Notes in Reorganization 0.1%

         

lMotor Coach Industries International Inc., FRN,

         

nFirst lien DIP Revolver, 7.75%, 9/19/09

   United States      967,018       944,380

iSecond Lien DIP Trust A Term Loan, 12.75%, 9/19/09

   United States      1,418,139       1,162,874

Second Lien DIP Trust B Term Loan, 15.25%, 9/19/09

   United States      864,882       735,150

i,pSecond Lien Senior Secured Term Loan, 11.00%, 12/01/08

   United States      1,168,647       929,074

c,pThird Lien Senior Secured Term Loan, 15.649%, 12/01/08

   United States      13,474,193       367,846

c,pSafety Kleen Services, senior sub. note, 9.25%, 6/01/08

   United States      5,000       25

pTrump Entertainment Resorts Inc., 8.50%, 5/20/15

   United States      7,582,630       1,042,612

e,pWimar OPCO LLC/Finance Corp., senior sub. note, 9.625%, 12/15/14

   United States      18,305,000       274,575
             

Total Corporate Bonds & Notes in Reorganization
(Cost $37,134,055)

            5,456,536
             

Companies in Liquidation 0.0%

         

cPeregrine Investments Holdings Ltd., 6.70%, 1/15/98

   Hong Kong      5,000,000  JPY    

cPIV Investment Finance (Cayman) Ltd., 4.50%, 12/01/00

   Hong Kong      12,200,000      
             

Total Companies in Liquidation (Cost $—)

           
             

Total Investments before Short Term Investments (Cost $4,279,114,329)

            3,057,581,674
             

 

MS-18


Franklin Templeton Variable Insurance Product Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Mutual Shares Securities Fund    Country      Principal
Amount
j
     Value  

Short Term Investments 13.7%

            

U.S. Government and Agency Securities 13.7%

            

qFHLB, 1/02/09 - 12/08/09

   United States      493,988,000      $ 493,143,789  

qU.S. Treasury Bill, 11/19/09

   United States      10,000,000        9,970,930  
                  

Total U.S. Government and Agency Securities (Cost $499,472,412)

               503,114,719  
                  

Total Investments (Cost $4,778,586,741) 96.7%

               3,560,696,393  

Options Written 0.0%f

               (88,535 )

Net Unrealized Appreciation on Forward Exchange
Contracts 0.7%

               23,622,985  

Other Assets, less Liabilities 2.6%

               96,499,223  
                  

Net Assets 100.0%

             $ 3,680,730,066  
                  
            Contracts         

rOptions Written 0.0% f

            

Call Options 0.0%f

            

Internet Software & Services 0.0%f

            

Yahoo! Inc., Jan. 12.5 Calls, 1/17/09

   United States      619      $ 47,663  

Yahoo! Inc., Jan. 14 Calls, 1/17/09

   United States      1,290        39,990  

Yahoo! Inc., Jan. 15 Calls, 1/17/09

   United States      49        882  
                  

Total Options Written (Premiums received $315,789)

               88,535  
                  

 

See abbreviations on page MS-36.

 

aNon-income producing for the twelve months ended December 31, 2008.

bContingent distributions represent the right to receive additional distributions, if any, during the reorganization of the underlying company. Shares represent total underlying principal of debt securities.

cSecurity has been deemed illiquid because it may not be able to be sold within seven days. At December 31, 2008, the aggregate value of these securities was $6,531,533, representing 0.18%, of net assets.

dSee Note 10 regarding restricted and illiquid securities.

eSee Note 14 regarding other considerations.

fRounds to less than 0.1% of net assets.

gSee Note 13 regarding holdings of 5% voting securities.

hA portion or all of the security is held in connection with written option contracts open at year end.

iA portion or all of the security purchased on a delayed delivery basis. See Note 1(c).

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

kSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust’s Board of Trustees. At December 31, 2008, the value of this security was $904,961, representing 0.02% of net assets.

lThe coupon rate shown represents the rate at period end.

mSee Note 1(h) regarding investments in special purpose entities.

nSee Note 11 regarding unfunded loan commitments.

oIncome may be received in additional securities and/or cash.

pSee Note 8 regarding defaulted securities.

qThe security is traded on a discount basis with no stated coupon rate.

rSee Note 1(f) regarding written options.

 

The accompanying notes are an integral part of these financial statements.

 

MS-19


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Mutual Shares
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 4,773,021,141  

Cost - Non-controlled affiliated issuers (Note 13)

     5,565,600  
        

Total cost of investments

   $ 4,778,586,741  
        

Value - Unaffiliated issuers

   $ 3,559,026,713  

Value - Non-controlled affiliated issuers (Note 13)

     1,669,680  
        

Total value of investments

     3,560,696,393  

Cash

     80,662,830  

Cash on deposit with brokers

     22,304  

Foreign currency, at value (cost $8,839,460)

     8,801,851  

Receivables:

  

Investment securities sold

     19,216,849  

Capital shares sold

     1,686,775  

Dividends and interest

     16,243,472  

Unrealized appreciation on forward exchange contracts (Note 7)

     54,865,179  
        

Total assets

     3,742,195,653  
        

Liabilities:

  

Payables:

  

Investment securities purchased

     22,168,654  

Capital shares redeemed

     2,229,359  

Affiliates

     3,457,431  

Options written, at value (premiums received $315,789)

     88,535  

Unrealized depreciation on forward exchange contracts (Note 7)

     31,242,194  

Unrealized depreciation on unfunded loan commitments (Note 11)

     698,407  

Accrued expenses and other liabilities

     1,581,007  
        

Total liabilities

     61,465,587  
        

Net assets, at value

   $ 3,680,730,066  
        

Net assets consist of:

  

Paid-in capital

   $ 5,029,401,957  

Undistributed net investment income

     82,483,212  

Net unrealized appreciation (depreciation)

     (1,194,780,364 )

Accumulated net realized gain (loss)

     (236,374,739 )
        

Net assets, at value

   $ 3,680,730,066  
        

 

The accompanying notes are an integral part of these financial statements.

 

MS-20


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Assets and Liabilities (continued)

December 31, 2008

 

     Mutual Shares
Securities Fund

Class 1:

  

Net assets, at value

   $ 319,702,890
      

Shares outstanding

     26,828,365
      

Net asset value and maximum offering price per share

   $ 11.92
      

Class 2:

  

Net assets, at value

   $ 3,303,761,261
      

Shares outstanding

     280,534,595
      

Net asset value and maximum offering price per share

   $ 11.78
      

Class 4:

  

Net assets, at value

   $ 57,265,915
      

Shares outstanding

     4,820,245
      

Net asset value and maximum offering price per share

   $ 11.88
      

 

The accompanying notes are an integral part of these financial statements.

 

MS-21


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Mutual Shares
Securities Fund
 

Investment income:

  

Dividends (net of foreign taxes of $6,764,520)

   $ 114,266,492  

Interest

     28,688,251  

Income from securities loaned

     1,487,339  
        

Total investment income

     144,442,082  
        

Expenses:

  

Management fees (Note 3a)

     29,948,054  

Administrative fees (Note 3b)

     4,331,431  

Distribution fees: (Note 3c)

  

Class 2

     11,704,775  

Class 4

     66,163  

Custodian fees (Note 4)

     552,223  

Reports to shareholders

     722,185  

Registration and filing fees

     34,952  

Professional fees

     662,022  

Trustees’ fees and expenses

     27,275  

Dividends on securities sold short

     239,821  

Other

     123,851  
        

Total expenses

     48,412,752  

Expense reductions (Note 4)

     (25,816 )
        

Net expenses

     48,386,936  
        

Net investment income

     96,055,146  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments

     (319,352,786 )

Written options (Note 6)

     1,318,764  

Foreign currency transactions

     62,791,007  

Securities sold short

     8,831,704  
        

Net realized gain (loss)

     (246,411,311 )
        

Net change in unrealized appreciation (depreciation) on:

  

Investments

     (2,105,950,130 )

Translation of other assets and liabilities denominated in foreign currencies

     37,080,237  
        

Net change in unrealized appreciation (depreciation)

     (2,068,869,893 )
        

Net realized and unrealized gain (loss)

     (2,315,281,204 )
        

Net increase (decrease) in net assets resulting from operations

   $ (2,219,226,058 )
        

 

The accompanying notes are an integral part of these financial statements.

 

MS-22


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Mutual Shares
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 96,055,146     $ 143,582,793  

Net realized gain (loss) from investments, written options, foreign currency transactions, and securities sold short

     (246,411,311 )     258,914,403  

Net change in unrealized appreciation (depreciation) on investments and translation of other assets and liabilities denominated in foreign currencies

     (2,068,869,893 )     (228,498,434 )
        

Net increase (decrease) in net assets resulting from operations

     (2,219,226,058 )     173,998,762  
        

Distributions to shareholders from:

    

Net investment income:

    

Class 1

     (11,945,567 )     (3,972,937 )

Class 2

     (141,276,754 )     (85,861,035 )

Class 4

     (1,103,934 )      

Net realized gains:

    

Class 1

     (15,383,580 )     (8,639,670 )

Class 2

     (200,942,848 )     (210,215,361 )

Class 4

     (1,421,653 )      
        

Total distributions to shareholders

     (372,074,336 )     (308,689,003 )
        

Capital share transactions: (Note 2)

    

Class 1

     217,189,228       15,525,183  

Class 2

     (215,728,827 )     916,403,514  

Class 4

     72,510,540        
        

Total capital share transactions

     73,970,941       931,928,697  
        

Net increase (decrease) in net assets

     (2,517,329,453 )     797,238,456  

Net assets:

    

Beginning of year

     6,198,059,519       5,400,821,063  
        

End of year

   $ 3,680,730,066     $ 6,198,059,519  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 82,483,212     $ 149,427,434  
        

 

The accompanying notes are an integral part of these financial statements.

 

MS-23


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Mutual Shares Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Mutual Shares Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. The Fund offers three classes of shares: Class 1, Class 2, and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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.

 

Corporate debt securities and government securities generally trade in the over-the-counter market rather than on a securities exchange. The Trust may utilize independent pricing services, quotations from bond dealers, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Trust’s pricing services may use valuation models or matrix pricing which considers information with respect to comparable bond and note transactions, quotations from bond dealers, or by reference to other securities that are considered comparable in such characteristics as rating, interest rate and maturity date, option adjusted spread models, prepayment projections, interest rate spreads and yield curves, to determine current value.

 

Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the Fund. The investment manager 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 Depository 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. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. At December 31, 2008, a portion of the securities held by the Fund were fair valued. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Foreign Currency Translation

 

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction

 

MS-24


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Shares Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

b. Foreign Currency Translation (continued)

 

date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust’s Board of Trustees.

 

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. Securities Purchased on a Delayed Delivery Basis

 

The Fund may purchase securities on a delayed delivery basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Fund will generally purchase these securities with the intention of holding the securities, it may sell the securities before the settlement date. Sufficient assets have been segregated for these securities.

 

d. Foreign Currency Contracts

 

When the Fund purchases or sells foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The Fund may also enter into forward exchange contracts to hedge against fluctuations in foreign exchange rates or to gain exposure to certain foreign currencies. These contracts are valued daily by the Fund and the unrealized appreciation or depreciation on the contracts, as measured by the difference between the contractual forward foreign exchange rates and the forward rates at the reporting date, are included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities.

 

e. Synthetic Equity Swaps

 

The Fund may engage in synthetic equity swaps. Synthetic equity swaps are contracts entered into between a broker and the fund under which the parties agree to make payments to each other so as to replicate the economic consequences that would apply had a purchase or short sale of the underlying security taken place. Upon entering into synthetic equity swaps, the fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount (margin account). Periodically, payments are made to recognize changes in value of the contract resulting from interest on the notional value of the contract, market value changes in the underlying security, and/or dividends paid by the issuer of the underlying security. The Fund recognizes a realized gain or loss when cash is received from, or paid to, the broker. Synthetic

 

MS-25


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Shares Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

e. Synthetic Equity Swaps (continued)

 

equity swaps are valued daily by the Fund and the unrealized appreciation or depreciation on the contracts (as measured by the difference between the contract amount plus or minus cash received or paid and the market value of the underlying securities) are recorded in the Statement of Operations. The margin account and any net unrealized appreciation or depreciation on open synthetic equity swaps are included in the Statement of Assets and Liabilities. The risks of entering into synthetic equity swaps include unfavorable price movements in the underlying securities or the inability of the counterparties to fulfill their obligations under the contract.

 

f. Options

 

The Fund may purchase or write options. Options are contracts entitling the holder to purchase or sell securities, currencies, or other financial instruments at a specified price or exchange rate, or, in the case of index options, to receive or pay the difference between the index value and the strike price of the index option. Options purchased are recorded as investments; options written (sold) are recorded as liabilities. Upon closing of an option which results in a cash settlement, the difference between the premium (original option value) and the settlement proceeds is realized as a gain or loss. When securities are acquired or delivered upon exercise of an option, the acquisition cost or sale proceeds are adjusted by the amount of the premium. When an option expires, the premium is realized as a gain for options written or as a loss for options purchased. The risks include the possibility there may be an illiquid options market or the inability of the counterparties to fulfill their obligations under the contract. Writing options involves, to varying degrees, elements of market risk in excess of the amount recognized in the Statement of Assets and Liabilities.

 

g. Securities Sold Short

 

The Fund is engaged in selling securities short, which obligates the fund to replace a borrowed security with the same security at current market value. The fund incurs a loss if the price of the security increases between the date of the short sale and the date on which the fund replaces the borrowed security. The fund realizes a gain if the price of the security declines between those dates. Gains are limited to the price at which the fund sold the security short, while losses are potentially unlimited in size.

 

The fund is required to establish a margin account with the broker lending the security sold short. While the short sale is outstanding, the broker retains the proceeds of the short sale and the fund must maintain a deposit with broker consisting of cash and securities having a value equal to a specified percentage of the value of the securities sold short. The fund is obligated to pay the counterparty any dividends or interest due on securities sold short. Such dividends and interest are recorded as an expense to the fund.

 

h. Investments in Special Purpose Entities

 

At December 31, 2008, the Fund had contributed an additional $15,323,878 as a subordinated note holder of certain special purpose entities (“SPEs”). Such contributions, while made at the discretion of the Fund, represent additional capital contributions to the SPE in support of its underlying investments and are subject first to the claims of the senior note holders of the SPE. These contributions are recorded as an addition to the Fund’s cost basis in the SPE and are subject to the risk of loss in the event of continued unfavorable market conditions related to the SPE’s underlying investments.

 

i. Securities Lending

 

The Fund participates in an agency based security 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

 

MS-26


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Shares Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

i. Securities Lending (continued)

 

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 market fund managed by the Fund’s custodian on the Fund’s behalf. 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 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. At December 31, 2008, the Fund had no securities on loan.

 

j. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

Foreign securities held by the Fund may be subject to foreign taxation on dividend and interest income received. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

k. Security Transactions, Investment Income, Expenses and Distributions

 

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividend income, and dividends declared on securities sold short, are 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.

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

l. 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.

 

m. Guarantees and Indemnifications

 

Under the Trust’s organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust, on behalf of the

 

MS-27


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Shares Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

m. Guarantees and Indemnifications (continued)

 

Fund, enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. Currently, the Trust expects the risk of loss to be remote.

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

Shares of Beneficial Interest

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   15,807,156     $ 251,864,457     2,778,546     $ 57,615,881  

Shares issued in reinvestment of distributions

   1,694,305       27,329,147     580,157       12,612,607  

Shares redeemed

   (4,017,273 )     (62,004,376 )   (2,589,646 )     (54,703,305 )
        

Net increase (decrease)

   13,484,188     $ 217,189,228     769,057     $ 15,525,183  
        
Class 2 Shares:                         

Shares sold

   29,551,202     $ 460,631,440     60,311,785     $ 1,269,429,065  

Shares issued in reinvestment of distributions

   21,455,774       342,219,602     13,758,197       296,076,396  

Shares redeemed in-kind (Note 15)

             (5,519,424 )     (109,229,391 )

Shares redeemed

   (64,008,262 )     (1,018,579,869 )   (26,278,440 )     (539,872,556 )
        

Net increase (decrease)

   (13,001,286 )   $ (215,728,827 )   42,272,118     $ 916,403,514  
        
Class 4 Shares:                         

Shares sold

   4,692,500     $ 70,463,022      

Shares issued on reinvestment of distributions

   156,848       2,525,245      

Shares redeemed

   (29,103 )     (477,727 )    
                    

Net increase (decrease)

   4,820,245     $ 72,510,540      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Mutual Advisers, LLC (Franklin Mutual)

   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

 

MS-28


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Shares Securities Fund

 

3. TRANSACTIONS WITH AFFILIATES (continued)

 

a. Management Fees

 

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

 

Annualized Fee Rate    Net Assets
0.600%   

Up to and including $5 billion

0.570%   

Over $5 billion, up to and including $10 billion

0.550%   

Over $10 billion, up to and including $15 billion

0.530%   

Over $15 billion, up to and including $20 billion

0.510%   

In excess of $20 billion

 

b. Administrative Fees

 

The Fund pays an administrative fee to FT Services based on the Fund’s average 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 Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.35% per year of its average daily net assets. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 2.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

5. INCOME TAXES

 

For tax purposes, capital losses may be carried over to offset future capital gains, if any. At December 31, 2008, the Fund had tax basis capital losses of $49,737,496 expiring in 2016.

 

For tax purposes, realized capital losses, occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses of $141,606,007.

 

MS-29


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Shares Securities Fund

 

5. INCOME TAXES (continued)

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from:

     

Ordinary Income

   $ 198,602,801    $ 129,617,847

Long term capital gain

     173,471,517      179,071,156
      
   $ 372,074,338    $ 308,689,003
      

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation) and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 4,803,802,935  
        

Unrealized appreciation

   $ 251,740,973  

Unrealized depreciation

     (1,494,847,515 )
        

Net unrealized appreciation (depreciation)

   $ (1,243,106,542 )
        

Distributable earnings - undistributed ordinary income

   $ 81,839,194  
        

 

Net investment income differs for financial statement and tax purposes primarily due to differing treatments of defaulted securities, foreign currency transactions, passive foreign investment company shares, pass-through entity income, bond discounts and premiums, and certain dividends on securities sold short.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales, tax straddles, foreign currency transactions, index stock options, pass-through entity income and bond discounts and premiums.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities and securities sold short) for the year ended December 31, 2008, aggregated $2,007,649,998 and $2,118,637,664, respectively.

 

Transactions in options written during the year ended December 31, 2008, were as follows:

 

     Number of
Contracts
    Premiums
Received
 

Options outstanding at December 31, 2007

   51,422     $ 1,337,174  

Options written

   2,488       654,221  

Options expired

   (50,096 )     (427,908 )

Options exercised

   (1,856 )     (1,247,698 )

Options closed

          
      

Options outstanding at December 31, 2008

   1,958     $ 315,789  
      

 

MS-30


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Shares Securities Fund

 

7. FORWARD EXCHANGE CONTRACTS

 

At December 31, 2008, the Fund had the following forward exchange contracts outstanding:

 

      Contract
Amount
     Settlement
Date
   Unrealized
Appreciation
   Unrealized
Depreciation
 
Contracts to Buy                        
8,880,000   

British Pound Sterling

   $ 15,607,438      1/12/09    $    $ (2,642,061 )
13,328,589   

Norwegian Krone

     1,858,684      1/12/09      55,958       
87,601,418   

Danish Krone

     15,203,108      1/23/09      1,225,839       
21,126,290   

Danish Krone

     3,994,342      1/23/09           (42,471 )
10,566,752   

Swiss Franc

     8,940,000      2/09/09      959,917       
10,180,000   

Euro

     13,051,340      2/13/09      1,158,604       
6,119,681   

Canadian Dollar

     4,854,698      2/27/09      171,980       
13,090,000   

British Pound Sterling

     22,323,977      3/10/09           (3,233,082 )
51,639,918   

Swedish Krona

     7,220,000      3/16/09           (621,651 )
14,433,556   

Swedish Krona

     1,755,000      3/16/09      89,264       
9,939,795   

Singapore Dollar

     6,670,000      3/24/09      250,297       
22,623,614   

Norwegian Krone

     3,135,000      5/19/09      98,145       
Contracts to Sell                        
19,929,364   

British Pound Sterling

     34,198,437      1/12/09      5,100,271       
214,518,134   

Norwegian Krone

     34,590,306      1/12/09      3,774,933       
13,954,032   

Norwegian Krone

     1,976,000      1/12/09           (28,486 )
8,597,033   

Euro

     11,780,514      1/14/09           (232,977 )
125,700,000   

Danish Krone

     26,246,557      1/23/09      2,672,524       
61,386,091   

Danish Krone

     10,820,994      1/23/09           (691,478 )
80,000,000   

Euro

     117,028,000      1/26/09      5,297,693       
35,705,002   

Swiss Franc

     33,956,255      2/09/09      504,486       
5,445,436   

Swiss Franc

     4,580,000      2/09/09           (521,791 )
74,000,000   

Euro

     109,986,200      2/13/09      6,691,909       
1,241,474   

Euro

     1,599,391      2/13/09           (133,544 )
911,037,902   

Japanese Yen

     9,471,908      2/19/09           (579,948 )
10,428,903   

Canadian Dollar

     8,215,993      2/27/09           (350,261 )
13,080,000   

Euro

     17,039,476      2/27/09           (1,211,910 )
47,000,000   

Swiss Franc

     42,443,619      3/09/09           (1,605,548 )
64,000,000   

British Pound Sterling

     110,985,840      3/10/09      17,646,097       
76,336,978   

Euro

     97,484,751      3/13/09           (8,997,846 )
205,405,471   

Swedish Krona

     30,178,650      3/16/09      3,932,733       
28,482,132   

Swedish Krona

     3,529,353      3/16/09           (109,983 )
17,528,217   

Singapore Dollar

     12,493,383      3/24/09      289,866       
884,646   

Singapore Dollar

     590,000      3/24/09           (25,909 )
7,876,825,000   

South Korean Won

     6,600,000      4/06/09      341,598       
12,478,547,500   

South Korean Won

     9,230,000      4/06/09           (684,625 )
848,000,000   

Japanese Yen

     9,658,314      4/20/09      288,372       
14,985,000   

Euro

     19,505,584      4/30/09           (1,375,349 )
31,875,178   

British Pound Sterling

     49,575,465      5/12/09      3,096,192       
48,916,446   

Euro

     61,047,725      5/13/09           (7,096,994 )
7,881,666   

Norwegian Krone

     1,110,000      5/19/09           (16,371 )
11,500,000   

Euro

     14,975,300      5/29/09           (1,039,909 )
49,115,000   

British Pound Sterling

     72,840,360      9/14/09      1,218,501       
                   
Unrealized appreciation (depreciation) on forward exchange contracts              54,865,179      (31,242,194 )
                   
Net unrealized appreciation on forward exchange contracts            $ 23,622,985   
                    

 

MS-31


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Shares Securities Fund

 

8. CREDIT RISK AND DEFAULTED SECURITIES

 

The Fund may purchase the pre-default or defaulted debt of distressed companies. Distressed companies are financially troubled and are about to be/or are already involved in financial restructuring or bankruptcy. The Fund does not accrue income on these securities, if it becomes probable that the income will not be collected. Risks associated with purchasing these securities include the possibility that the bankruptcy or other restructuring process takes longer than expected, or that distributions in restructuring are less than anticipated, either or both of which may result in unfavorable consequences to the Fund. At December 31, 2008, the aggregate value of these securities was $2,614,132, representing 0.07% of the Fund’s net assets. For information as to specific securities, see the accompanying Statement of Investments.

 

9. 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.

 

10. RESTRICTED SECURITIES

 

The Fund may invest 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 December 31, 2008, the Fund held investments in restricted securities, excluding 144A securities deemed to be liquid, valued in accordance with procedures approved by the Fund’s Board of Trustees as reflecting fair value, as follows:

 

Principal
Amount/
Shares/
Warrants/
Contracts
    Issuer    Acquisition
Dates
   Cost    Value
62,453    

AboveNet Inc.

   10/02/01 - 8/08/08    $ 3,452,922    $ 3,122,650
78    

AboveNet Inc., stock grant, grant price $20.95, expiration date 9/09/13

   4/17/06 - 9/08/06           175
2,995    

AboveNet Inc., wts., 9/08/10

   10/02/01 - 9/07/07      315,092      11,980
8,172,654    

Cerberus CG Investor I LLC

   7/26/07 - 6/17/08      8,172,654      1,634,531
7,173,000    

Cerberus CG Investor I LLC, 12.00%, 7/31/14

   7/26/07      7,173,000      1,434,600
8,172,654    

Cerberus CG Investor II LLC

   7/26/07 - 6/17/08      8,172,654      1,634,531
7,173,000    

Cerberus CG Investor II LLC, 12.00%, 7/31/14

   7/26/07      7,173,000      1,434,600
4,086,327    

Cerberus CG Investor III LLC

   7/26/07 - 6/17/08      4,086,327      817,265
3,586,500    

Cerberus CG Investor III LLC, 12.00%, 7/31/14

   7/26/07      3,586,500      717,300
7,900,500    

Cerberus FIM Investors Holdco LLC

   11/20/06      7,900,500      1,673,305
23,696,793    

Cerberus FIM Investors Holdco LLC, 12.00%, 11/22/13

   11/21/06      23,696,793      5,018,981
37,154    

aDana Holding Corp., 4.00%, cvt. pfd., B

   12/27/07      3,715,400      334,386
108,227    

bDecisionOne Corp.

   3/12/99 - 7/18/00      76,619     
139,306    

bDecisionOne Corp., 12.00%, 4/15/10

   3/12/99 - 10/16/08      196,278      139,306
59,425    

bDecisionOne Corp., wts., 6/08/17

   7/09/07          
11,728    

Elephant Capital Holdings Ltd.

   8/29/03 - 3/10/08      1,364,048     
5,565,600    

GLCP Harrah’s Investment LP

   1/15/08      5,565,600      1,669,680
168,957    

IACNA Investor LLC

   7/24/08      173,030      1,690

 

MS-32


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Shares Securities Fund

 

10. RESTRICTED SECURITIES (continued)

 

Principal
Amount/
Shares/
Warrants/
Contracts
    Issuer    Acquisition
Dates
   Cost    Value
1,730,515    

International Automotive Components Group Brazil LLC

   4/13/06 - 12/26/08    $ 1,160,868    $ 1,376,833
269,643    

International Automotive Components Group Japan LLC

   9/26/06 - 3/27/07      2,340,891      291,413
6,170,474    

International Automotive Components Group LLC

   1/12/06 - 10/16/06      6,172,073      1,049,598
1,456,500    

International Automotive Components Group NA LLC, 9.00%, 4/01/17

   3/30/07      1,478,348      702,150
4,838,053    

International Automotive Components Group NA LLC, A

   3/30/07 - 10/10/07      4,789,127      787,635
167,311    

Kindred Healthcare Inc.

   4/02/99 - 7/8/08      1,563,248      2,069,470
2    

cMotor Coach Industries International Inc., wts., 5/27/09

   3/30/07          
57,295    

NCB Warrant Holdings Ltd., A

   12/16/05 - 3/10/08      603,247     
16,280    

Olympus Re Holdings Ltd.

   12/19/01      1,574,304      38,219
17,760,635    

Pontus I LLC, junior note, 144A, FRN, 5.689%, 7/24/09

   1/22/08 - 2/25/08      32,670,267      20,041,178
2,809,825    

Pontus II Trust, junior profit-participating note, 144A, FRN, 7.516%, 6/25/09

   2/29/08      3,224,069      655,588
17,300    

PTV Inc., 10.00%, pfd., A

   12/07/01 - 3/6/02      24,220      15,570
              
 

Total Restricted Securities (1.27% of Net Assets)

         $ 46,672,634
              

 

a

The Fund also invests in unrestricted securities of the issuer, valued at $327,321 as of December 31, 2008.

b

The Fund also invests in unrestricted securities of the issuer, valued at $24,958 as of December 31, 2008.

c

The Fund also invests in unrestricted securities of the issuer, valued at $4,139,324 as of December 31, 2008.

 

11. UNFUNDED LOAN COMMITMENTS

 

The Fund may enter into certain credit agreements, all or a portion of which may be unfunded. The Fund is obligated to fund these loan commitments at the borrowers’ discretion. Funded portions of credit agreements are presented on the Statement of Investments.

 

At December 31, 2008, unfunded commitments were as follows:

 

Borrower    Unfunded
Commitment

Realogy Corp. FRN, 4.596%, 4/10/13

   $ 3,471,890

Motor Coach Industries International Inc., First Lien DIP Revolver, FRN, 7.75%, 9/19/09

     549,442
      
   $ 4,021,332
      

 

Unfunded loan commitments and funded portions of credit agreements are marked to market daily and any unrealized appreciation or depreciation is included in the Statement of Assets and Liabilities and Statement of Operations.

 

12. UNFUNDED CAPITAL COMMITMENTS

 

At December 31, 2008, the Fund had aggregate unfunded capital commitments to investments of $15,667,656.

 

MS-33


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Shares Securities Fund

 

13. 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 year ended December 31, 2008, were as shown below.

 

Name of Issuer    Number
of Shares
Held at
Beginning
of Year
   Gross
Additions
   Gross
Reductions
   Number
of
Shares
Held at
End of
Year
   Value at
End of
Year
   Investment
Income
   Realized
Capital
Gain
(Loss)

Non-Controlled Affiliates

                    

GLCP Harrah’s Investment LP
(0.05% of Net Assets)

      5,565,600       5,565,600    $ 1,669,680    $   —    $   —
                                

 

14. OTHER CONSIDERATIONS

 

Officers, directors or employees of the Fund’s Investment Manager, may serve from time to time as members of bondholders’ steering committees, official creditors’ committees, or boards of directors of companies in which the Fund invests. Such participation may result in the possession by the Investment Manager of material non-public information which, pursuant to the Fund’s policies and the requirements of applicable securities laws, could prevent the Fund from trading in the securities of such companies for limited or extended periods of time.

 

Franklin Mutual serves as investment manager to certain special purpose entities that issued securities held by the Fund. Franklin Mutual is not compensated for such services and does not invest in or exercise control over such entities. As investment manager, Franklin Mutual is primarily responsible for recommending investments in unaffiliated issuers to be held by the special purpose entities. Securities issued by these special purpose entities are restricted under the Securities Act of 1933 and are deemed to be illiquid.

 

15. REDEMPTION IN-KIND

 

During the year ended December 31, 2007, the Fund realized $14,084,559 of net gains resulting from a redemption in-kind in which a shareholder redeemed fund shares for securities held by the Fund rather than for cash. Because such gains are not taxable to the Fund, and are not distributed to shareholders, they have been reclassified from accumulated net realized gains to paid-in capital.

 

16. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

MS-34


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Shares Securities Fund

 

16. FAIR VALUE MEASUREMENTS (continued)

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets and liabilities carried at fair value:

 

     Level 1    Level 2    Level 3    Total

Assets:

           

Investments in Securities

   $ 2,913,623,171    $ 594,219,011    $ 52,854,211    $ 3,560,696,393

Other Financial Instrumentsa

          54,865,179           54,865,179

Liabilities:

           

Options Written

     88,535              88,535

Other Financial Instrumentsa

          31,940,601           31,940,601

 

aOther

financial instruments include net unrealized appreciation (depreciation) on forward exchange contracts, and unfunded loan commitments.

 

At December 31, 2008, the reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining the fair value, is as follows:

 

     Investments in
Securities
 

Beginning Balance – January 1, 2008

   $ 141,064,446  

Net realized gain (loss)

     1,363,122  

Net change in unrealized appreciation (depreciation)

     (98,129,019 )

Net purchases (sales)

     12,137,605  

Transfers in and/or out of Level 3

     (3,581,943 )
        

Ending Balance

   $ 52,854,211  
        

Net change in unrealized appreciation (depreciation) attributable to assets still held at end of year

   $ (108,587,306 )
        

 

17. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

MS-35


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Mutual Shares Securities Fund

 

18. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with certain other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

 

 

Currency Abbreviations

CAD - Canadian Dollar

EUR - Euro

GBP - British Pound Sterling

JPY - Japanese Yen

 

Selected Portfolio Abbreviations

ADR - American Depository Receipt

DIP - Debtor-In-Possession

FHLB - Federal Home Loan Bank

FRN - Floating Rate Note

PIK - Payment-In-Kind

REIT - Real Estate Investment Trust

 

MS-36


Franklin Templeton Variable Insurance Products Trust

 

Mutual Shares Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Mutual Shares Securities Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

 

MS-37


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Mutual Shares Securities Fund

 

Under Section 852(b)(3)(C) of the Internal Revenue Code (Code), the Fund designates the maximum amount allowable but no less than $173,471,517 as a long term capital gain dividend for the fiscal year ended December 31, 2008.

 

Under Section 854(b)(2) of the Code, the Fund designates 25.50% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended December 31, 2008.

 

MS-38


TEMPLETON DEVELOPING MARKETS SECURITIES FUND

 

This annual report for Templeton Developing Markets Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   -52.76%    +4.55%    +6.37%

 

*Performance prior to the 5/1/00 merger reflects historical performance of Templeton Developing Markets Fund. For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -48.66%.

 

Total Return Index Comparison

for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Morgan Stanley Capital International (MSCI) Emerging Markets (EM) Index and the Standard & Poor’s/International Finance Corporation Investable (S&P/IFCI) Composite Index. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

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**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Templeton Developing Markets Securities Fund Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

TD-1


 

Fund Goal and Main Investments: Templeton Developing Markets Securities Fund seeks long-term capital appreciation. The Fund normally invests at least 80% of its net assets in emerging market investments and normally invests predominantly in equity securities.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund performed comparably to the MSCI EM Index’s -53.18% total return and the S&P/IFCI Composite Index’s -53.74% total return for the same period.1 Please note that index performance numbers are purely for reference and that we do not attempt to track an index, but rather undertake investments on the basis of fundamental research.

 

Economic and Market Overview

 

Global financial markets this past year experienced some of the worst volatility since the 1930s. The current crisis began in the U.S. with the unraveling of the highly leveraged derivative structure of subprime mortgages. Extreme risk aversion and the resulting lack of liquidity were detrimental to companies that relied on borrowing and eventually led to a series of major financial firm collapses in the U.S. and Europe. Investor anxiety surged and market volatility in developed and emerging markets reached historic levels.

 

Recognizing the severity of the credit crunch, governments around the world implemented fiscal stimuli and loosened monetary policies to support their domestic economies and ease liquidity conditions. Thus far, more than US$1 trillion in total has been pledged globally by countries including China, the U.S., Germany, the U.K., Taiwan, Spain, Japan, South Korea, Russia, France, Australia, Hong Kong, Singapore and Malaysia. Government measures, coupled with stocks trading at distress-level valuations, brought bargain hunters back to the market. As a result, the MSCI EM Index rebounded and ended the year 25% above its 2008 low in October.1

 

Investment Strategy

 

Our investment philosophy is bottom up, value oriented and long term. In choosing investments, we may make on-site visits to companies to assess critical factors such as management strength and local conditions.

 

1. Source: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

 

Fund Risks: The Fund’s investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. Investing in emerging markets is subject to all the risks of foreign investing generally as well as additional, heightened risks, including currency fluctuations, economic instability, market volatility, political and social instability, the relatively smaller size and lesser liquidity of these markets, and less effective or irregular government supervision and regulation of business and industry practices. By having significant investments in one or more countries or in particular sectors from time to time, the Fund may carry greater risk of adverse developments in a country or sector than a fund that invests more broadly. The Fund’s prospectus also includes a description of the main investment risks.

 

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In addition, we focus on the market price of a company’s securities relative to our evaluation of the company’s potential long-term (typically five years) earnings, asset value and cash flow potential. Among factors we consider are a company’s historical value measures, including price/earnings ratio, profit margins and liquidation value. We perform in-depth research to construct an action list from which we make our investment decisions.

 

Manager’s Discussion

 

During the year under review, the most significant detractors from the Fund’s absolute performance included Turkey’s Akbank, one of the country’s largest commercial banks, Russia’s Gazprom, the world’s largest natural gas producer, and South Korea’s SK Energy, a major oil refiner. All three stocks significantly declined in value and underperformed many of their emerging markets peers in 2008. Investor risk aversion rose toward emerging markets such as Turkey amid the global financial crisis, and shares of Akbank suffered. Commodity price corrections drove investors to reduce exposure to energy stocks. We divested the Fund’s investments in SK Energy due to weak refining margins, slower demand and availability of what we considered more attractively valued stocks in our investment universe. Although we trimmed the Fund’s holdings in Gazprom and Akbank to meet funding requirements, we believed that these companies were well positioned to benefit from continued demand for their products and services over the longer term.

 

On the other hand, the most significant contributors to Fund performance included Zijin Mining Group, a Chinese mining conglomerate primarily engaged in gold production, and China Coal Energy and China Shenhua Energy, the country’s largest coal producers. We added shares of Zijin Mining Group to the portfolio in December after price corrections brought the shares down to attractive levels in our view. As one of China’s largest gold miners, Zijin Mining Group has proven reserves and benefits from economies of scale and cost advantages. We believe expectations for gold prices to remain relatively high could lead to higher revenues.

 

We initiated a position in China Coal Energy and added to our existing position in China Shenhua Energy as price corrections brought valuations down to what we considered attractive levels. China Coal Energy is the country’s largest thermal coal exporter, and also engages in the coking business and mining equipment manufacturing. As an

 

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TD-3


integrated coal-based energy company, China Shenhua Energy owns one of the two dedicated coal freight rail lines in the country. Based on our analysis, we believe these companies could benefit from proven reserves, resilient coal prices in the medium term and long-term demand from industries such as power generation and steel.

 

It is also 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 12 months ended December 31, 2008, the U.S. dollar increased in value relative to most non-U.S. currencies. As a result, the Fund’s performance was negatively affected by the portfolio’s predominant investment in securities with non-U.S. currency exposure.

 

During the reporting period, we increased the Fund’s holdings in South Africa, Taiwan and Chile as we continued to search for attractive investment opportunities. We also increased the Fund’s exposure to select frontier markets, which we believe have the potential to grow at a relatively fast pace and offer investors the opportunity to invest in a younger generation of emerging markets. We made select purchases in Qatar, United Arab Emirates, Kuwait and Oman.

 

In addition, we made significant purchases in banks. In our view, the continued liberalization of the financial sector in emerging markets could unlock hidden value and allow banks to benefit from the growing financial needs of consumers in these markets. Major additions in this sector included ICBC (Industrial and Commercial Bank of China) and China Construction Bank, two leading Chinese commercial banks, HSBC Holdings, one of the world’s premier banking and financial services organizations, and Banco Itau Holding Financeira, a major financial conglomerate in Brazil.

 

We also made key purchases in consumer-related sectors that included broadcasting and cable television, life and health insurance, and brewing companies. Some key investments were China Life Insurance, the country’s leading life insurance company, Brazil’s Ambev (Companhia de Bebidas das Americas), one of the world’s largest beer and soft drink producers, and Grupo Televisa, a premier Mexican media company. We

 

Top 10 Holdings

Templeton Developing Markets Securities Fund 12/31/08

 

Company
Sector/Industry,
Country
   % of Total
Net Assets
China Mobile Ltd.    5.6%
Wireless Telecommunication Services, China   
ICBC (Industrial and Commercial Bank of China Ltd.), H    2.4%
Commercial Banks, China   
America Movil SAB de CV, L, ADR    2.3%
Wireless Telecommunication Services, Mexico   
China Construction Bank Corp., H    2.3%
Commercial Banks, China   
PetroChina Co. Ltd., H    2.1%
Oil, Gas & Consumable Fuels, China   
TSMC (Taiwan Semiconductor Manufacturing Co. Ltd.)    2.0%
Semiconductors & Semiconductor Equipment, Taiwan   
Vale (Companhia Vale do Rio Doce), ADR, pfd., A    1.9%
Metals & Mining, Brazil   
President Chain Store Corp.    1.9%
Food & Staples Retailing, Taiwan   
Petrobras (Petroleo Brasileiro SA), ADR, pfd.    1.9%
Oil, Gas & Consumable Fuels, Brazil   
Gazprom, ADR    1.8%
Oil, Gas & Consumable Fuels, Russia   

 

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments.

 

TD-4


believe the long-term outlook for consumerism remains attractive due to relatively higher per-capita income growth and continued demand for consumer goods and services in emerging markets.

 

To raise funds for redemptions during the reporting period, we sold a number of holdings. We sold some other stocks as they reached sale price targets. As a result, the Fund’s exposure to diversified metals and mining, oil and gas, and electric utilities companies fell. Major sales included all or part of Vale (Companhia Vale do Rio Doce), one of the world’s largest iron ore producers, Petrobras (Petroleo Brasileiro), Brazil’s national oil and gas company, and UES (Unified Energy Systems), a Russian electricity production group that was split into individual companies due to restructuring in the country’s power sector. Geographically, the Fund’s investments fell in Brazil, Russia and South Korea.

 

Thank you for your participation in Templeton Developing Markets Securities Fund. We look forward to serving your future investment needs.

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

Top 10 Countries

Templeton Developing Markets Securities Fund 12/31/08

 

      % of Total
Net Assets
China    23.2%
Brazil    12.8%
South Africa    10.2%
Mexico    8.7%
Russia    6.5%
Taiwan    5.7%
Turkey    5.2%
U.K.    4.2%
India    4.2%
Chile    2.1%

 

TD-5


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown below would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Templeton Developing Markets Securities Fund Class 4

 

TD-6


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4    Beginning
Account
Value 7/1/08
   Ending
Account
Value 12/31/08
   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 568.60    $ 7.41

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,015.69    $ 9.53

 

*Expenses are calculated using the most recent six-month annualized expense ratio for the Fund’s Class 4 shares (1.88%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

TD-7


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Templeton Developing Markets Securities Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 16.16     $ 13.92     $ 10.99     $ 8.73     $ 7.14  
        

Income from investment operationsa:

          

Net investment incomeb

     0.16       0.32       0.24       0.17       0.11  

Net realized and unrealized gains (losses)

     (7.40 )     3.51       2.84       2.23       1.62  
        

Total from investment operations

     (7.24 )     3.83       3.08       2.40       1.73  
        

Less distributions from:

          

Net investment income

     (0.37 )     (0.38 )     (0.15 )     (0.14 )     (0.14 )

Net realized gains

     (2.44 )     (1.21 )                  
        

Total distributions

     (2.81 )     (1.59 )     (0.15 )     (0.14 )     (0.14 )
        

Redemption fees

     c     c     c     c      
        

Net asset value, end of year

   $ 6.11     $ 16.16     $ 13.92     $ 10.99     $ 8.73  
        

Total returnd

     (52.62)%       29.09%       28.43%       27.76%       24.83%  

Ratios to average net assets

          

Expensese

     1.52%       1.48%       1.47%       1.53%       1.54%  

Net investment income

     1.52%       2.07%       1.93%       1.77%       1.52%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 234,213     $ 753,843     $ 749,120     $ 651,826     $ 477,290  

Portfolio turnover rate

     75.11% f     98.32%       53.65%       31.24%       55.67%  

 

 

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.

cAmount rounds to less than $0.01 per share.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

eBenefit of expense reduction rounds to less than 0.01%.

fExcludes the value of portfolio securities delivered as a result of redemptions in-kind. See Note 10.

 

The accompanying notes are an integral part of these financial statements.

 

TD-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Templeton Developing Markets Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 15.99     $ 13.79     $ 10.90     $ 8.67     $ 7.09  
        

Income from investment operationsa:

          

Net investment incomeb

     0.15       0.27       0.20       0.14       0.09  

Net realized and unrealized gains (losses)

     (7.33 )     3.49       2.82       2.21       1.63  
        

Total from investment operations

     (7.18 )     3.76       3.02       2.35       1.72  
        

Less distributions from:

          

Net investment income

     (0.33 )     (0.35 )     (0.13 )     (0.12 )     (0.14 )

Net realized gains

     (2.44 )     (1.21 )                  
        

Total distributions

     (2.77 )     (1.56 )     (0.13 )     (0.12 )     (0.14 )
        

Redemption fees

     c     c     c     c      
        

Net asset value, end of year

   $ 6.04     $ 15.99     $ 13.79     $ 10.90     $ 8.67  
        

Total returnd

     (52.70)%       28.78%       28.09%       27.43%       24.71%  

Ratios to average net assets

          

Expensese

     1.77%       1.73%       1.72%       1.78%       1.79%  

Net investment income

     1.27%       1.82%       1.68%       1.52%       1.27%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 264,186     $ 1,090,549     $ 857,514     $ 650,646     $ 327,569  

Portfolio turnover rate

     75.11% f     98.32%       53.65%       31.24%       55.67%  

 

 

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.

cAmount rounds to less than $0.01 per share.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

eBenefit of expense reduction rounds to less than 0.01%.

fExcludes the value of portfolio securities delivered as a result of redemptions in-kind. See Note 10.

 

The accompanying notes are an integral part of these financial statements.

 

TD-9


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Templeton Developing Markets Securities Fund

 

     Year Ended December 31,  
Class 3    2008     2007     2006     2005     2004a  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 15.96     $ 13.78     $ 10.90     $ 8.68     $ 7.13  
        

Income from investment operationsb:

          

Net investment incomec

     0.11       0.24       0.20       0.04       0.08  

Net realized and unrealized gains (losses)

     (7.27 )     3.52       2.83       2.32       1.61  
        

Total from investment operations

     (7.16 )     3.76       3.03       2.36       1.69  
        

Less distributions from:

          

Net investment income

     (0.34 )     (0.37 )     (0.15 )     (0.14 )     (0.14 )

Net realized gains

     (2.44 )     (1.21 )                  
        

Total distributions

     (2.78 )     (1.58 )     (0.15 )     (0.14 )     (0.14 )
        

Redemption fees

     d     d     d     d      
        

Net asset value, end of year

   $ 6.02     $ 15.96     $ 13.78     $ 10.90     $ 8.68  
        

Total returne

     (52.67)%       28.70%       28.17%       27.45%       24.15%  

Ratios to average net assetsf

          

Expensesg

     1.77%       1.73%       1.72%       1.78%       1.54%  

Net investment income

     1.27%       1.82%       1.68%       1.52%       1.52%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 32,953     $ 100,961     $ 43,372     $ 11,521     $ 12  

Portfolio turnover rate

     75.11% h     98.32%       53.65%       31.24%       55.67%  

 

 

 

aFor the period May 1, 2004 (effective date) to December 31, 2004.

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.

dAmount rounds to less than $0.01 per share.

eTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

hExcludes the value of portfolio securities delivered as a result of redemptions in-kind. See Note 10.

 

The accompanying notes are an integral part of these financial statements.

 

TD-10


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Templeton Developing Markets Securities Fund

 

Class 4    Period Ended
December 31,
2008
a
 

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 14.88  
        

Income from investment operationsb:

  

Net investment incomec

     (0.33 )

Net realized and unrealized gains (losses)

     (5.65 )
        

Total from investment operations

     (5.98 )
        

Less distributions from:

  

Net investment income

     (0.37 )

Net realized gains

     (2.44 )
        

Total distributions

     (2.81 )
        

Redemption feesd

      
        

Net asset value, end of period

   $ 6.09  
        

Total returne

     (48.66)%  

Ratios to average net assetsf

  

Expensesg

     1.87%  

Net investment income

     1.17%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 7,208  

Portfolio turnover rate

     75.11% h

 

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dAmount rounds to less than $0.01 per share.

eTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

hExcludes the value of portfolio securities delivered as a result of redemptions in-kind. See Note 10.

 

The accompanying notes are an integral part of these financial statements.

 

TD-11


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Templeton Developing Markets Securities Fund    Industry    Shares    Value

Common Stocks 90.5%

        

Argentina 0.3%

        

Tenaris SA, ADR

   Energy Equipment & Services    76,900    $ 1,613,362
            

Austria 0.4%

        

OMV AG

   Oil, Gas & Consumable Fuels    71,698      1,876,780
            

Brazil 6.0%

        

AES Tiete SA

   Independent Power
Producers & Energy Traders
   751,894      4,154,990

American Banknote SA

   Commercial Services &
Supplies
   88,161      409,475

Banco Itau Holding Financeira SA, ADR

   Commercial Banks    462,733      5,367,703

Companhia de Bebidas das Americas (AmBev)

   Beverages    191,625      7,020,041

Companhia Energetica de Minas Gerais

   Electric Utilities    91,255      987,659

Natura Cosmeticos SA

   Personal Products    770,848      6,324,650

Souza Cruz SA

   Tobacco    433,221      8,254,503
            
           32,519,021
            

Chile 1.2%

        

Banco Santander Chile SA, ADR

   Commercial Banks    42,400      1,485,272

Cia Cervecerias Unidas SA, ADR

   Beverages    102,600      2,682,990

Empresa Nacional de Telecomunicaciones SA

   Diversified Telecommunication
Services
   93,607      1,018,013

Lan Airlines SA, ADR

   Airlines    153,400      1,234,870
            
           6,421,145
            

China 23.2%

        

Aluminum Corp. of China Ltd., H

   Metals & Mining    6,751,000      3,553,983

Anta Sports Products Ltd.

   Textiles, Apparel & Luxury
Goods
   1,582,000      720,557

Bank of China Ltd., H

   Commercial Banks    19,706,000      5,390,406

China Coal Energy Co., H

   Oil, Gas & Consumable Fuels    6,561,000      5,223,268

China Construction Bank Corp., H

   Commercial Banks    22,125,000        12,132,752

China Life Insurance Co. Ltd., H

   Insurance    2,418,000      7,347,410

China Mobile Ltd.

   Wireless Telecommunication
Services
   3,010,000      30,215,736

China Molybdenum Co. Ltd., H

   Metals & Mining    5,085,000      2,309,515

China Petroleum and Chemical Corp., H

   Oil, Gas & Consumable Fuels    3,696,000      2,236,618

China Shenhua Energy Co. Ltd., H

   Oil, Gas & Consumable Fuels    2,732,500      5,782,173

China Shipping Development Co. Ltd., H

   Marine    2,188,000      2,173,828

CNOOC Ltd.

   Oil, Gas & Consumable Fuels    8,192,000      7,652,716

Denway Motors Ltd.

   Automobiles    13,725,959      4,268,220

Hidili Industry International Development Ltd.

   Metals & Mining    7,413,000      2,333,839

Industrial and Commercial Bank of China Ltd., H

   Commercial Banks    24,255,000      12,768,754

Lonking Holdings Ltd.

   Machinery    1,508,000      772,465

PetroChina Co. Ltd., H

   Oil, Gas & Consumable Fuels    13,162,000      11,531,313

aShanda Interactive Entertainment Ltd., ADR

   Software    49,200      1,592,112

Shanghai Industrial Holdings Ltd.

   Industrial Conglomerates    299,000      682,860

Tencent Holdings Ltd.

   Internet Software & Services    235,400      1,518,671

Yantai Changyu Pioneer Wine Co. Ltd., B

   Beverages    158,800      557,322

Zijin Mining Group Co. Ltd., H

   Metals & Mining    6,628,000      4,019,458
            
           124,783,976
            

 

TD-12


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Developing Markets Securities Fund    Industry    Shares    Value

Common Stocks (continued)

        

Egypt 0.3%

        

Egyptian Financial Group-Hermes Holding

   Capital Markets    150,537    $ 470,082

El Ezz Aldekhela Steel Alexa Co.

   Metals & Mining    943      136,884

Telecom Egypt

   Diversified Telecommunication
Services
   316,652      919,289
            
           1,526,255
            

Hong Kong 1.3%

        

Dairy Farm International Holdings Ltd.

   Food & Staples Retailing    1,143,433      4,882,459

VTech Holdings Ltd.

   Communications Equipment    520,000      2,200,717
            
           7,083,176
            

Hungary 1.8%

        

Magyar Telekom PLC

   Diversified Telecommunication
Services
   697,762      1,972,251

MOL Hungarian Oil and Gas Nyrt.

   Oil, Gas & Consumable Fuels    90,571      4,705,297

aOTP Bank Ltd.

   Commercial Banks    185,709      2,810,292
            
           9,487,840
            

India 4.2%

        

aBharti Airtel Ltd.

   Wireless Telecommunication
Services
   31,293      460,256

GAIL India Ltd.

   Gas Utilities    1,094,895      4,639,004

Grasim Industries Ltd.

   Construction Materials    17,700      443,392

Great Eastern Shipping Co. Ltd.

   Oil, Gas & Consumable Fuels    53,200      222,013

Infosys Technologies Ltd.

   IT Services    111,690      2,567,928

National Aluminium Co. Ltd.

   Metals & Mining    207,878      811,716

Oil & Natural Gas Corp. Ltd.

   Oil, Gas & Consumable Fuels    501,303      6,883,894

Shipping Corp. of India Ltd.

   Marine    39,046      63,845

Steel Authority of India Ltd.

   Metals & Mining    1,112,892      1,772,799

Tata Consultancy Services Ltd.

   IT Services    451,250      4,437,323

Union Bank of India Ltd.

   Commercial Banks    31,588      105,900
            
             22,408,070
            

Indonesia 1.6%

        

PT Astra International Tbk

   Automobiles    2,113,500      2,045,635

bPT Bank Central Asia Tbk

   Commercial Banks    9,287,000      2,769,060

PT Telekomunikasi Indonesia, B

   Diversified Telecommunication
Services
   6,119,000      3,873,495
            
           8,688,190
            

Israel 0.6%

        

aTaro Pharmaceutical Industries Ltd.

   Pharmaceuticals    408,179      3,142,978
            

Kenya 0.0%c

        

East African Breweries Ltd.

   Beverages    87,600      161,309
            

Kuwait 0.3%

        

Kuwait Projects Co. (Holding) KSC (KIPCO)

   Diversified Financial Services    455,000      807,088

National Mobile Telecommunications Co.

   Wireless Telecommunication
Services
   145,000      986,823
            
           1,793,911
            

Luxembourg 0.1%

        

aReinet Investments SCA, GDR

   Textiles, Apparel & Luxury
Goods
   339,039      349,859
            

 

TD-13


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Developing Markets Securities Fund    Industry    Shares    Value

Common Stocks (continued)

        

Malaysia 0.1%

        

British American Tobacco Malaysia Bhd.

   Tobacco    52,100    $ 671,528
            

Mexico 8.7%

        

Alfa SAB de CV

   Industrial Conglomerates    134,375      289,031

America Movil SAB de CV, L, ADR

   Wireless Telecommunication
Services
   399,258      12,373,005

Fomento Economico Mexicano SAB de CV, ADR

   Beverages    59,100      1,780,683

Grupo Televisa SA

   Media    3,106,206      9,263,130

Kimberly Clark de Mexico SAB de CV, A

   Household Products    2,622,105      8,794,519

Telefonos de Mexico SAB de CV, L, ADR

   Diversified Telecommunication
Services
   436,464      9,139,556

Wal-Mart de Mexico SAB de CV, V

   Food & Staples Retailing    1,846,643      4,981,830
            
             46,621,754
            

Oman 0.0%c

        

Oman International Bank

   Commercial Banks    200,511      114,575
            

Pakistan 1.4%

        

Fauji Fertilizer Co. Ltd.

   Chemicals    682,143      512,092

MCB Bank Ltd.

   Commercial Banks    1,697,858      2,699,621

Oil & Gas Development Co. Ltd.

   Oil, Gas & Consumable Fuels    3,030,600      1,914,688

aPakistan Telecommunications Corp., A

   Diversified Telecommunication
Services
   10,622,908      2,267,563
            
           7,393,964
            

Peru 0.3%

        

Credicorp Ltd.

   Commercial Banks    33,900      1,693,644
            

Philippines 0.8%

        

Bank of the Philippine Islands

   Commercial Banks    406,200      339,916

Globe Telecom Inc.

   Wireless Telecommunication
Services
   19,616      320,378

Philippine Long Distance Telephone Co., ADR

   Wireless Telecommunication
Services
   79,590      3,736,750
            
           4,397,044
            

Poland 0.5%

        

Polski Koncern Naftowy Orlen SA

   Oil, Gas & Consumable Fuels    315,244      2,734,414
            

Qatar 0.7%

        

Industries Qatar

   Industrial Conglomerates    44,190      1,221,838

Qatar National Bank

   Commercial Banks    53,447      2,496,248
            
           3,718,086
            

Russia 6.5%

        

a,dCentenergoholding

   Electric Utilities    83,988     

aFederal Grid Co.

   Electric Utilities    122,482,474      520,551

Gazprom, ADR

   Oil, Gas & Consumable Fuels    411,200      5,859,600

Gazprom, ADR

   Oil, Gas & Consumable Fuels    268,500      3,807,330

aHolding MRSK OAO

   Electric Utilities    12,883,188      399,379

aInter Rao Ues OAO

   Electric Utilities    539,343,253      121,352

a,dIntergenerasiya Holding Co.

   Electric Utilities    233,480     

aKuzbassenergo

   Electric Utilities    3,317,242      8,293

LUKOIL, ADR

   Oil, Gas & Consumable Fuels    75,108      2,486,075

LUKOIL, ADR (London Exchange)

   Oil, Gas & Consumable Fuels    137,918      4,389,930

Mechel OAO, ADR

   Metals & Mining    106,980      427,920

 

TD-14


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Developing Markets Securities Fund    Industry    Shares    Value

Common Stocks (continued)

        

Russia (continued)

        

Mining and Metallurgical Co. Norilsk Nickel

   Metals & Mining    82,587    $ 5,409,448

Mobile TeleSystems

   Wireless Telecommunication
Services
   616,572      2,361,471

Mobile TeleSystems, ADR

   Wireless Telecommunication
Services
   89,100      2,377,188

aRAO Energy System of East OAO

   Electric Utilities    11,225,088      24,134

aRusHydro

   Electric Utilities    12,217,338      255,342

Sberbank RF

   Commercial Banks    3,331,227      2,465,108

a,dSibenergyholding JSC

   Electric Utilities    64,163     

aTGK-2

   Electric Utilities    201,053,124      55,290

aTGK-4

   Electric Utilities    245,693,130      110,562

TGK-9

   Electric Utilities    455,076,747      20,478

TNK-BP

   Oil, Gas & Consumable Fuels    5,158,522      3,353,039

aWimm-Bill-Dann Foods

   Food Products    49,950      649,350
            
             35,101,840
            

Singapore 0.9%

        

ComfortDelGro Corp. Ltd.

   Road & Rail    802,981      812,791

Fraser and Neave Ltd.

   Industrial Conglomerates    1,520,041      3,130,276

Keppel Corp. Ltd.

   Industrial Conglomerates    346,895      1,048,555
            
           4,991,622
            

South Africa 10.2%

        

ABSA Group Ltd.

   Commercial Banks    257,258      2,959,835

Foschini Ltd.

   Specialty Retail    1,320,023      6,740,543

Impala Platinum Holdings Ltd.

   Metals & Mining    142,412      2,045,279

Kersaf Investments Ltd.

   Hotels, Restaurants & Leisure    11,780      116,985

Lewis Group Ltd.

   Specialty Retail    886,610      4,527,370

Massmart Holdings Ltd.

   Food & Staples Retailing    205,002      1,844,146

MTN Group Ltd.

   Wireless Telecommunication
Services
   745,408      8,603,911

Naspers Ltd., N

   Media    270,666      4,787,045

Pretoria Portland Cement Co. Ltd.

   Construction Materials    226,166      754,288

Remgro Ltd.

   Diversified Financial Services    532,262      4,328,309

Sasol

   Oil, Gas & Consumable Fuels    105,551      3,144,297

The Spar Group Ltd.

   Food & Staples Retailing    189,258      1,147,628

Standard Bank Group Ltd.

   Commercial Banks    791,294      6,986,958

Telkom South Africa Ltd.

   Diversified Telecommunication
Services
   273,560      3,332,194

Tiger Brands Ltd.

   Food Products    179,985      2,746,495

Truworths International Ltd.

   Specialty Retail    290,259      1,052,961
            
           55,118,244
            

South Korea 1.8%

        

aKangwon Land Inc.

   Hotels, Restaurants & Leisure    512,665      5,540,679

aS1 Corp.

   Commercial Services &
Supplies
   28,199      1,205,658

SK Telecom Co. Ltd.

   Wireless Telecommunication
Services
   17,423      2,883,141
            
           9,629,478
            

Sweden 0.9%

        

Oriflame Cosmetics SA, SDR

   Personal Products    171,074      4,933,775
            

 

TD-15


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Developing Markets Securities Fund    Industry    Shares    Value

Common Stocks (continued)

        

Taiwan 5.7%

        

MediaTek Inc.

   Semiconductors & Semiconductor
Equipment
   930,300    $ 6,258,769

President Chain Store Corp.

   Food & Staples Retailing    4,277,144        10,231,216

Taiwan Mobile Co. Ltd.

   Wireless Telecommunication
Services
   2,224,000      3,304,616

Taiwan Semiconductor Manufacturing Co. Ltd.

   Semiconductors & Semiconductor
Equipment
   7,815,857      10,588,072
            
           30,382,673
            

Thailand 1.0%

        

Siam Cement Public Co. Ltd., fgn.

   Construction Materials    369,579      1,158,088

Thai Beverages Co. Ltd., fgn.

   Beverages    31,380,000      4,271,623
            
           5,429,711
            

Turkey 5.2%

        

Akbank TAS

   Commercial Banks    2,323,684      7,210,133

Anadolu Efes Biracilik Ve Malt Sanayii AS

   Beverages    471,649      3,153,511

Tekfen Holding AS

   Diversified Financial Services    54,340      103,001

Tupras-Turkiye Petrol Rafinerileri AS

   Oil, Gas & Consumable Fuels    842,903      8,864,024

Turkcell Iletisim Hizmetleri AS

   Wireless Telecommunication
Services
   1,565,495      8,891,971
            
           28,222,640
            

United Arab Emirates 0.3%

        

Abu Dhabi Commercial Bank

   Commercial Banks    505,027      244,735

First Gulf Bank

   Commercial Banks    294,381      722,899

National Bank of Abu Dhabi

   Commercial Banks    64,381      156,871

Union National Bank

   Commercial Banks    1,114,966      673,869
            
           1,798,374
            

United Kingdom 4.2%

        

Anglo American PLC

   Metals & Mining    366,240      8,220,530

aBritish American Tobacco PLC

   Tobacco    216,127      5,639,075

HSBC Holdings PLC

   Commercial Banks    911,548      8,668,304
            
           22,527,909
            

Total Common Stocks (Cost $598,883,808)

           487,337,147
            

Preferred Stocks 7.6%

        

Brazil 6.8%

        

Banco Bradesco SA, ADR, pfd.

   Commercial Banks    538,013      5,310,189

Companhia Energetica de Minas Gerais, ADR, pfd.

   Electric Utilities    222,050      3,050,967

Companhia Vale do Rio Doce, ADR, pfd., A

   Metals & Mining    962,575      10,251,424

Itausa - Investimentos Itau SA, pfd.

   Commercial Banks    1,032,126      3,571,972

Petroleo Brasileiro SA, ADR, pfd.

   Oil, Gas & Consumable Fuels    493,888      10,080,254

Unibanco - Uniao de Bancos Brasileiros SA, GDR, pfd.

   Commercial Banks    43,600      2,817,432

Usinas Siderurgicas de Minas Gerais SA, pfd., A

   Metals & Mining    125,313      1,435,861
            
           36,518,099
            

Chile 0.8%

        

Embotelladora Andina SA, pfd., A

   Beverages    1,640,148      3,020,649

Sociedad Quimica y Minera de Chile SA, B, ADR, pfd.

   Chemicals    65,793      1,604,691
            
           4,625,340
            

Total Preferred Stocks (Cost $29,066,264)

           41,143,439
            

Total Investments before Short Term Investments
(Cost $627,950,072)

           528,480,586
            

 

TD-16


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Developing Markets Securities Fund          Shares    Value

Short Term Investments (Cost $9,114,367) 1.7%

        

Money Market Funds 1.7%

        

eFranklin Institutional Fiduciary Trust Money Market Portfolio, 0.55%

      9,114,367    $ 9,114,367
            

Total Investments (Cost $637,064,439) 99.8%

           537,594,953

Other Assets, less Liabilities 0.2%

           964,624
            

Net Assets 100.0%

         $ 538,559,577
            

 

See Abbreviations on page TD-29

 

 

 

aNon-income producing for the twelve months ended December 31, 2008.

bA portion or all of the security purchased on a delayed delivery basis. See Note 1(c).

cRounds to less than 0.1% of net assets.

dSee Note 9 regarding restricted and illiquid securities.

eSee Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end.

The accompanying notes are an integral part of these financial statements.

 

TD-17


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Templeton
Developing Markets
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 627,950,072  

Cost - Sweep Money Fund (Note 7)

     9,114,367  
        

Total cost of investments

   $ 637,064,439  
        

Value - Unaffiliated issuers

   $ 528,480,586  

Value - Sweep Money Fund (Note 7)

     9,114,367  
        

Total value of investments

     537,594,953  

Cash

     54,198  

Receivables:

  

Investment securities sold

     637,301  

Capital shares sold

     864,777  

Dividends

     2,461,248  

Foreign tax

     244,317  

Other assets

     1,819  
        

Total assets

     541,858,613  
        

Liabilities:

  

Payables:

  

Investment securities purchased

     1,078,612  

Capital shares redeemed

     632,277  

Affiliates

     753,692  

Custodian fees

     560,000  

Reports to shareholders

     195,010  

Foreign currency advanced by custodian

     15,832  

Accrued expenses and other liabilities

     63,613  
        

Total liabilities

     3,299,036  
        

Net assets, at value

   $ 538,559,577  
        

Net assets consist of:

  

Paid-in capital

   $ 781,602,355  

Undistributed net investment income

     20,812,671  

Net unrealized appreciation (depreciation)

     (99,483,906 )

Accumulated net realized gain (loss)

     (164,371,543 )
        

Net assets, at value

   $ 538,559,577  
        

 

The accompanying notes are an integral part of these financial statements.

 

TD-18


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Assets and Liabilities (continued)

December 31, 2008

 

     Templeton
Developing Markets
Securities Fund

Class 1:

  

Net assets, at value

   $ 234,213,364
      

Shares outstanding

     38,313,582
      

Net asset value and maximum offering price per share

   $ 6.11
      

Class 2:

  

Net assets, at value

   $ 264,185,500
      

Shares outstanding

     43,743,378
      

Net asset value and maximum offering price per share

   $ 6.04
      

Class 3:

  

Net assets, at value

   $ 32,953,194
      

Shares outstanding

     5,475,906
      

Net asset value and maximum offering price per sharea

   $ 6.02
      

Class 4:

  

Net assets, at value

   $ 7,207,519
      

Shares outstanding

     1,183,840
      

Net asset value and maximum offering price per share

   $ 6.09
      

 

aRedemption price is equal to net asset value less any redemption fees retained by the Fund.

 

The accompanying notes are an integral part of these financial statements.

 

TD-19


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Templeton
Developing Markets
Securities Fund
 

Investment income:

  

Dividends (net of foreign taxes of $3,598,866)

  

Unaffiliated issuers

   $ 36,808,539  

Sweep Money Fund (Note 7)

     772,771  

Interest (net of foreign taxes of $2,706)

     695,218  
        

Total investment income

     38,276,528  
        

Expenses:

  

Management fees (Note 3a)

     15,498,233  

Administrative fees (Note 3b)

     1,479,249  

Interest expense

     762  

Distribution fees: (Note 3c)

  

Class 2

     1,730,817  

Class 3

     162,351  

Class 4

     10,328  

Unaffiliated transfer agent fees

     3,690  

Custodian fees (Note 4)

     1,617,225  

Reports to shareholders

     373,274  

Professional fees

     127,494  

Trustees’ fees and expenses

     7,415  

Other

     50,752  
        

Total expenses

     21,061,590  

Expense reductions (Note 4)

     (15,711 )
        

Net expenses

     21,045,879  
        

Net investment income

     17,230,649  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments (includes gains from redemptions in-kind of $8,268,018) (Note 10)

     (129,701,865 )

Foreign currency transactions

     (1,478,076 )
        

Net realized gain (loss)

     (131,179,941 )
        

Net change in unrealized appreciation (depreciation) on:

  

Investments

     (762,056,370 )

Translation of other assets and liabilities denominated in foreign currencies

     (85,682 )

Change in deferred taxes on unrealized appreciation (depreciation)

     714,983  
        

Net change in unrealized appreciation (depreciation)

     (761,427,069 )
        

Net realized and unrealized gain (loss)

     (892,607,010 )
        

Net increase (decrease) in net assets resulting from operations

   $ (875,376,361 )
        

 

The accompanying notes are an integral part of these financial statements.

 

TD-20


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Templeton Developing
Markets Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 17,230,649     $ 34,222,790  

Net realized gain (loss) from investments and foreign currency transactions

     (131,179,941 )     258,984,939  

Net change in unrealized appreciation (depreciation) on investments, translation of assets and liabilities denominated in foreign currencies, and deferred taxes

     (761,427,069 )     150,591,207  
        

Net increase (decrease) in net assets resulting from operations

     (875,376,361 )     443,798,936  
        

Distributions to shareholders from:

    

Net investment income:

    

Class 1

     (15,246,189 )     (18,593,912 )

Class 2

     (18,272,202 )     (20,981,252 )

Class 3

     (1,805,309 )     (1,312,631 )

Class 4

     (58,997 )      

Net realized gains:

    

Class 1

     (101,141,199 )     (58,468,438 )

Class 2

     (136,962,950 )     (72,094,329 )

Class 3

     (13,097,616 )     (4,338,794 )

Class 4

     (391,385 )      
        

Total distributions to shareholders

     (286,975,847 )     (175,789,356 )
        

Capital share transactions: (Note 2)

    

Class 1

     (54,850,288 )     (114,240,767 )

Class 2

     (192,193,242 )     94,364,085  

Class 3

     (8,380,444 )     47,175,082  

Class 4

     10,948,393        
        

Total capital share transactions

     (244,475,581 )     27,298,400  
        

Redemption fees

     34,017       39,617  
        

Net increase (decrease) in net assets

     (1,406,793,772 )     295,347,597  

Net assets:

    

Beginning of year

     1,945,353,349       1,650,005,752  
        

End of year

   $ 538,559,577     $ 1,945,353,349  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 20,812,671     $ 18,501,125  
        

 

The accompanying notes are an integral part of these financial statements.

 

TD-21


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Templeton Developing Markets Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Templeton Developing Markets Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. The Fund offers four classes of shares: Class 1, Class 2, Class 3, and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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. Investments in open-end mutual funds are valued at the closing net asset value.

 

Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the Fund. The investment manager 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 Depository 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. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. At December 31, 2008, a portion of the securities held by the Fund were fair valued. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Foreign Currency Translation

 

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust’s Board of Trustees.

 

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.

 

TD-22


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Developing Markets Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

b. Foreign Currency Translation (continued)

 

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. Securities Purchased on a Delayed Delivery Basis

 

The Fund may purchase securities on a delayed delivery basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Fund will generally purchase these securities with the intention of holding the securities, it may sell the securities before the settlement date. Sufficient assets have been segregated for these securities.

 

d. Foreign Currency Contracts

 

When the Fund purchases or sells foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities.

 

e. Income and Deferred Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

Foreign securities held by the Fund may be subject to foreign taxation on dividend and interest income received. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests.

 

The Fund may be subject to a tax imposed on net realized gains on securities of certain foreign countries. The Fund records an estimated deferred tax liability for net unrealized gains on these securities in an amount that would be payable if the securities were disposed of on the valuation date.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

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. 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

 

TD-23


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Developing Markets Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

f. Security Transactions, Investment Income, Expenses and Distributions (continued)

 

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.

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

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. Redemption Fees

 

Redemptions and exchanges of Class 3 shares held 60 days or less may be subject to the Fund’s redemption fee, which is 1% of the amount redeemed. Such fees are retained by the Fund and accounted for as an addition to paid-in capital.

 

i. Guarantees and Indemnifications

 

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

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   2,353,700     $ 25,940,524     4,490,443     $ 69,191,583  

Shares issued in reinvestment of distributions

   10,523,272       116,387,388     5,385,210       77,062,349  

Shares redeemed in-kind (Note 10)

   (4,035,054 )     (26,002,704 )          

Shares redeemed

   (17,164,161 )     (171,175,496 )   (17,058,565 )     (260,494,699 )
        

Net increase (decrease)

   (8,322,243 )   $ (54,850,288 )   (7,182,912 )   $ (114,240,767 )
        

 

TD-24


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Developing Markets Securities Fund

 

2. SHARES OF BENEFICIAL INTEREST (continued)

 

     Year Ended December 31,  
     2008a     2007  
Class 2 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   11,623,915     $ 125,237,066     16,188,250     $ 242,521,079  

Shares issued in reinvestment of distributions

   14,189,685       155,235,152     6,563,863       93,075,581  

Shares redeemed in-kind (Note 10)

   (16,334,498 )     (160,666,736 )          

Shares redeemed

   (33,921,710 )     (311,998,724 )   (16,746,979 )     (241,232,575 )
        

Net increase (decrease)

   (24,442,608 )   $ (192,193,242 )   6,005,134     $ 94,364,085  
        
Class 3 Shares:                         

Shares sold

   1,019,532     $ 12,310,616     4,138,936     $ 61,021,476  

Shares issued in reinvestment of distributions

   1,367,241       14,902,925     399,394       5,651,425  

Shares redeemed

   (3,236,638 )     (35,593,985 )   (1,360,665 )     (19,497,819 )
        

Net increase (decrease)

   (849,865 )   $ (8,380,444 )   3,177,665     $ 47,175,082  
        
Class 4 Shares:                         

Shares sold

   1,437,741     $ 12,416,230      

Shares issued on reinvestment of distributions

   40,710       449,439      

Shares redeemed

   (294,611 )     (1,917,276 )    
                    

Net increase (decrease)

   1,183,840     $ 10,948,393      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Templeton Asset Management Ltd. (TAML)

   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 TAML based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets
1.250%   

Up to and including $1 billion

1.200%   

Over $1 billion, up to and including $5 billion

1.150%   

Over $5 billion, up to and including $10 billion

1.100%   

Over $10 billion, up to and including $15 billion

1.050%   

Over $15 billion, up to and including $20 billion

1.000%   

In excess of $20 billion

 

TD-25


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Developing Markets Securities Fund

 

3. TRANSACTIONS WITH AFFILIATES (continued)

 

b. Administrative Fees

 

The Fund pays an administrative fee to FT Services based on the Fund’s average 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 Fund’s Board of Trustees has adopted distribution plans for Class 2, Class 3, and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.25%, 0.35%, and 0.35% per year of its average daily net assets of Class 2, Class 3, and Class 4, respectively. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 3.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

5. INCOME TAXES

 

For tax purposes, realized capital losses and realized currency losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses and realized currency losses of $152,508,979, and 229,868, respectively.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from:

     

Ordinary Income

   $ 55,303,760    $ 46,036,795

Long term capital gain

     231,672,087      129,752,561
      
   $ 286,975,847    $ 175,789,356
      

 

TD-26


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Developing Markets Securities Fund

 

5. INCOME TAXES (continued)

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation),[ undistributed ordinary income and undistributed long term capital gains] for income tax purposes were as follows:

 

Cost of investments

   $ 658,896,959  
        

Unrealized appreciation

   $ 55,489,682  

Unrealized depreciation

     (176,791,688 )
        

Net unrealized appreciation (depreciation)

   $ (121,302,006 )
        

Undistributed ordinary income

   $ 28,293,176  

Undistributed long term capital gains

     2,719,265  
        

Distributable earnings

   $ 31,012,441  
        

 

Net investment income differs for financial statement and tax purposes primarily due to differing treatments of foreign currency transactions, passive foreign investment company shares, and foreign capital gains tax.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales, foreign currency transactions, passive foreign investment company shares, foreign capital gains tax, and gains realized on in-kind shareholder redemptions.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $902,227,649 and $1,187,010,215, respectively. Sales of investments excludes redemptions in-kind of $186,669,440.

 

7. INVESTMENTS IN FRANKLIN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO

 

The Fund may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Franklin Advisers, Inc. (an affiliate of the investment manager). Management fees paid by the Fund are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund.

 

8. 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.

 

9. RESTRICTED SECURITIES

 

The Fund may invest 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.

 

TD-27


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Developing Markets Securities Fund

 

9. RESTRICTED SECURITIES (continued)

 

At December 31, 2008, the Fund held investments in restricted securities, excluding 144A securities deemed to be liquid, valued in accordance with procedures approved by the Fund’s Board of Trustees as reflecting fair value, as follows:

 

Shares    Issuer    Acquisition
Date
   Cost    Value
83,988   

Centenergoholding

   7/1/08    $   —    $   —
233,480   

Intergenerasiya Holding Co.

   7/1/08             —
64,163   

Sibenergoholding JSC

   7/1/08             —
               
  

Total Restricted Securities (0.00% of Net Assets)

         $   —
               

 

10. REDEMPTION IN-KIND

 

During the year ended December 31, 2008, the Fund realized $8,268,018 of net gains resulting from redemptions in-kind in which a shareholder redeemed fund shares for securities held by the Fund rather than for cash. Because such gains are not taxable to the Fund, and are not distributed to remaining shareholders, they have been reclassified from accumulated net realized gains to paid-in capital.

 

11. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets carried at fair value:

 

     Level 1    Level 2    Level 3    Total

Assets:

           

Investments in Securities

   $ 536,934,659    $ 660,294    $   —    $ 537,594,953

 

TD-28


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Developing Markets Securities Fund

 

 

12. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

13. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with certain other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

 

 

ABBREVIATIONS

 

Selected Portfolio

ADR - American Depository Receipt

GDR - Global Depository Receipt

 

TD-29


Franklin Templeton Variable Insurance Products Trust

 

Templeton Developing Markets Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Templeton Developing Markets Securities Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

TD-30


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Templeton Developing Markets Securities Fund

 

Under Section 852(b)(3)(C) of the Internal Revenue Code (Code), the Fund designates the maximum amount allowable but no less than $231,672,087 as a long term capital gain dividend for the fiscal year ended December 31, 2008.

 

At December 31, 2008, more than 50% of the Fund’s total assets were invested in securities of foreign issuers. In most instances, foreign taxes were withheld from income paid to the Fund on these investments. The Fund elects to treat foreign taxes paid as allowed under Section 853 of the Code. This election will allow shareholders of record as of the 2009 distribution date, to treat their proportionate share of foreign taxes paid by the Fund as having been paid directly by them. The shareholder shall consider these amounts as foreign taxes paid in the tax year in which they receive the Fund distribution.

 

TD-31


TEMPLETON FOREIGN SECURITIES FUND

 

This annual report for Templeton Foreign Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   -40.44%    +1.96%    +1.96%

 

*Performance prior to the 5/1/00 merger reflects historical performance of Templeton International Fund. For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -35.15%.

 

Total Return Index Comparison

for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Morgan Stanley Capital International (MSCI) Europe, Australasia, Far East (EAFE) Index. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Templeton Foreign Securities Fund – Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

TF-1


 

Fund Goal and Main Investments: Templeton Foreign Securities Fund seeks long-term capital growth. The Fund normally invests at least 80% of its net assets in investments of issuers located outside the U.S., including those in emerging markets, and normally invests predominantly in equity securities.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund performed better than its benchmark, the MSCI EAFE Index, which had a -43.06% total return for the same period.1 Please note that index performance information is provided for reference and that we do not attempt to track the index but rather undertake investments on the basis of fundamental research.

 

Economic and Market Overview

 

During 2008, the global economy felt the effects of decelerating growth in the U.S. where housing prices declined, consumer demand softened, and a credit crisis originally related to U.S. subprime loan losses intensified. Fear of recession spanned the entire period, and in the summer most economists agreed that a recession had already begun. By then, the faltering U.S. economy had negatively impacted growth prospects around the world. Although growth in the first half of the year was robust in developing economies, particularly in Asia, signs of a global slowdown surfaced in the latter half.

 

In an environment of extremely high commodity prices that increased inflationary pressure, the world’s monetary authorities faced the choice of lowering short-term interest rates to stimulate growth or raising them to fight rising inflation. Stimulus provided through fiscal and monetary policies implemented around the globe sought to restore financial market stability and reignite economic growth. The U.S. Treasury and the Federal Reserve Board took unprecedented steps, including lowering short-term rates to near 0% from 4.25%. The European Central Bank and many of the world’s central banks had raised rates due to inflationary pressures. Later in the year, the potential for global recession trumped inflationary concerns, and the world’s monetary authorities cut interest rates aggressively. The U.S. dollar, which had declined earlier in the period versus many of the world’s currencies, regained ground quickly toward period-end as a flight to the relative safety of U.S. Treasuries prevailed.

 

1. Source: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

Fund Risks: The Fund’s investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. Foreign investing, especially in emerging markets, involves additional risks, including currency fluctuations, economic instability, market volatility, and political and social instability. By having significant investments in one or more countries or in particular sectors from time to time, the Fund may carry greater risk of adverse developments in a country or sector than a fund that invests more broadly. The Fund’s prospectus also includes a description of the main investment risks.

 

TF-2


In this challenging economic time, volatility came to define global equity markets. Virtually all local indexes ended the 12-month period with marked losses. Despite negative economic data and an outlook for decelerating corporate earnings and profit margins globally, many companies outside the financials sector retained relatively strong balance sheets.

 

Investment Strategy

 

Our investment philosophy is bottom up, value oriented and long term. In choosing investments, we generally focus on the market price of a company’s securities relative to our evaluation of the company’s potential long-term earnings, asset value and cash flow. Among factors we consider are a company’s historical value measures, including price/earnings ratio, profit margins and liquidation value. We do in-depth research to construct a bargain list from which we buy.

 

Manager’s Discussion

 

During the year under review, stock selection and underweighting in the materials sector helped the Fund’s performance relative to the benchmark index.2 Notable among these stocks were Canadian mine operator Barrick Gold,3 Finnish paper products manufacturer UPM-Kymmene and Australian packaging products company Amcor.

 

An underweighting in the troubled financials sector also boosted relative Fund performance for the year.4 Contributors included Swiss insurers ACE3 and Swiss Reinsurance.

 

Stock selection and an underweighted allocation in the consumer discretionary sector also positively impacted relative returns.5 Several U.K.-based companies, including food services provider Compass Group, home improvement retail chain Kingfisher and publisher Pearson, aided relative Fund 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.

 

2. The materials sector comprises containers and packaging, metals and mining, and paper and forest products in the SOI.

3. This holding is not an index component.

4. The financials sector comprises capital markets, commercial banks, diversified financial services, insurance, and real estate management and development in the SOI.

5. The consumer discretionary sector comprises auto components; automobiles; hotels, restaurants and leisure; media; specialty retail; and textiles, apparel and luxury goods in the SOI.

 

LOGO

 

TF-3


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 12 months ended December 31, 2008, the U.S. dollar appreciated in value relative to most non-U.S. currencies. As a result, the Fund’s performance was negatively affected by the portfolio’s investment predominantly in securities with non-U.S. currency exposure.

 

Although the fund performed better than the benchmark index, some factors negatively affected relative performance. For example, the Fund’s underweighted exposure to the consumer staples sector, which performed better than the overall index, detracted from relative results.6

 

Stock selection in the volatile energy sector, which saw prices sharply rise and fall during the review period, also hurt relative results.7 Holdings in the oil, gas and consumable fuels industry, such as Indian petrochemical product manufacturer Reliance Industries3 and Russian natural gas extractor Gazprom,3 had steep price declines. The Fund’s holdings in Aker Solutions, a Norwegian mining services company, also detracted from relative performance.

 

Additionally, the Fund’s relative returns suffered from the Fund’s stock selection in the information technology sector.8 Stocks that lost value in this sector included semiconductor manufacturer Infineon Technologies (Germany), and electronic component manufacturers Flextronics (Singapore)3 and Lite-On Technology (Taiwan).3

 

Thank you for your participation in Templeton Foreign Securities Fund. We look forward to serving your future investment needs.

 

6. The consumer staples sector comprises food products in the SOI.

7. The energy sector comprises energy equipment and services; and oil, gas and consumable fuels in the SOI.

8. The information technology sector comprises communications equipment; computers and peripherals; electronic equipment, instruments and components; semiconductors and semiconductor equipment; and software in the SOI.

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

Top 10 Holdings

Templeton Foreign Securities Fund 12/31/08

 

Company
Sector/Industry,
Country
  % of Total
Net Assets
Sanofi-Aventis   3.0%
Pharmaceuticals, France  
British Energy Group PLC   2.9%
Electric Utilities, U.K.  
GlaxoSmithKline PLC   2.5%
Pharmaceuticals, U.K.  
Telefonica SA, ADR   2.5%
Diversified Telecommunication Services, Spain  
Taiwan Semiconductor Manufacturing Co. Ltd.   2.3%
Semiconductors & Semiconductor Equipment, Taiwan  
BP PLC   2.3%
Oil, Gas & Consumable Fuels, U.K.  
France Telecom SA   2.3%
Diversified Telecommunication Services, France  
Total SA, B   2.0%
Oil, Gas & Consumable Fuels, France  
Siemens AG   2.0%
Industrial Conglomerates, Germany  
Vodafone Group PLC, ADR   2.0%
Wireless Telecommunication Services, U.K.  

 

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).

 

TF-4


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown below would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Templeton Foreign Securities Fund – Class 4

 

TF-5


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

  

Ending

Account

Value 12/31/08

   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 677.20    $ 4.76

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,019.46    $ 5.74

 

*Expenses are calculated using the most recent six-month annualized expense ratio for the Fund’s Class 4 shares (1.13%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

TF-6


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Templeton Foreign Securities Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 20.57     $ 19.00     $ 15.84     $ 14.53     $ 12.37  
        

Income from investment operationsa:

          

Net investment incomeb

     0.45       0.45       0.46       0.30       0.26  

Net realized and unrealized gains (losses)

     (8.01 )     2.46       2.94       1.20       2.05  
        

Total from investment operations

     (7.56 )     2.91       3.40       1.50       2.31  
        

Less distributions from:

          

Net investment income

     (0.45 )     (0.44 )     (0.24 )     (0.19 )     (0.15 )

Net realized gains

     (1.61 )     (0.90 )                  
        

Total distributions

     (2.06 )     (1.34 )     (0.24 )     (0.19 )     (0.15 )
        

Redemption feesc

                              
        

Net asset value, end of year

   $ 10.95     $ 20.57     $ 19.00     $ 15.84     $ 14.53  
        

Total returnd

     (40.23)%       15.79%       21.70%       10.48%       18.87%  

Ratios to average net assets

          

Expensese

     0.77%       0.75%       0.75%       0.77%       0.82%  

Net investment income

     2.82%       2.22%       2.63%       2.03%       1.95%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 262,725     $ 531,377     $ 594,991     $ 531,775     $ 506,456  

Portfolio turnover rate

     18.27%       26.74%       18.97% f     14.61%       10.91%  

 

 

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.

cAmount rounds to less than $0.01 per share.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

eBenefit of expense reduction rounds to less than 0.01%.

fExcludes the value of portfolio securities delivered as a result of redemption in-kind.

 

The accompanying notes are an integral part of these financial statements.

 

TF-7


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Templeton Foreign Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 20.25     $ 18.73     $ 15.63     $ 14.35     $ 12.24  
        

Income from investment operationsa:

          

Net investment incomeb

     0.40       0.38       0.40       0.26       0.22  

Net realized and unrealized gains (losses)

     (7.89 )     2.44       2.91       1.19       2.03  
        

Total from investment operations

     (7.49 )     2.82       3.31       1.45       2.25  
        

Less distributions from:

          

Net investment income

     (0.39 )     (0.40 )     (0.21 )     (0.17 )     (0.14 )

Net realized gains

     (1.61 )     (0.90 )                  
        

Total distributions

     (2.00 )     (1.30 )     (0.21 )     (0.17 )     (0.14 )
        

Redemption feesc

                              
        

Net asset value, end of year

   $ 10.76     $ 20.25     $ 18.73     $ 15.63     $ 14.35  
        

Total returnd

     (40.38)%       15.46%       21.44%       10.17%       18.53%  

Ratios to average net assets

          

Expensese

     1.02%       1.00%       1.00%       1.02%       1.07%  

Net investment income

     2.57%       1.97%       2.38%       1.78%       1.70%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 1,702,038     $ 3,255,154     $ 2,941,374     $ 2,232,990     $ 1,445,928  

Portfolio turnover rate

     18.27%       26.74%       18.97% f     14.61%       10.91%  

 

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.

cAmount rounds to less than $0.01 per share.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

eBenefit of expense reduction rounds to less than 0.01%.

fExcludes the value of portfolio securities delivered as a result of redemption in-kind.

 

The accompanying notes are an integral part of these financial statements.

 

TF-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Templeton Foreign Securities Fund

 

     Year Ended December 31,  
Class 3    2008     2007     2006     2005     2004a  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 20.18     $ 18.68     $ 15.60     $ 14.35     $ 12.48  
        

Income from investment operationsb:

          

Net investment incomec

     0.39       0.37       0.37       0.25       0.09  

Net realized and unrealized gains (losses)

     (7.84 )     2.45       2.94       1.18       1.92  
        

Total from investment operations

     (7.45 )     2.82       3.31       1.43       2.01  
        

Less distributions from:

          

Net investment income

     (0.42 )     (0.42 )     (0.23 )     (0.18 )     (0.14 )

Net realized gains

     (1.61 )     (0.90 )                  
        

Total distributions

     (2.03 )     (1.32 )     (0.23 )     (0.18 )     (0.14 )
        

Redemption feesd

                              
        

Net asset value, end of year

   $ 10.70     $ 20.18     $ 18.68     $ 15.60     $ 14.35  
        

Total returne

     (40.39)%       15.45%       21.46%       10.13%       16.25%  

Ratios to average net assetsf

          

Expensesg

     1.02%       1.00%       1.00%       1.02%       1.07%  

Net investment income

     2.57%       1.97%       2.38%       1.78%       1.70%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 271,061     $ 313,505     $ 150,417     $ 47,462     $ 16,559  

Portfolio turnover rate

     18.27%       26.74%       18.97% h     14.61%       10.91%  

 

 

aFor the period May 1, 2004 (effective date) to December 31, 2004.

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.

dAmount rounds to less than $0.01 per share.

eTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

hExcludes the value of portfolio securities delivered as a result of redemption in-kind.

 

The accompanying notes are an integral part of these financial statements.

 

TF-9


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Templeton Foreign Securities Fund

 

Class 4    Period Ended
December 31,
2008
a
 
        

Per share operating performance

  

(for a share outstanding throughout the period )

  

Net asset value, beginning of period

   $ 18.90  
        

Income from investment operationsb:

  

Net investment incomec

     0.15  

Net realized and unrealized gains (losses)

     (6.08 )
        

Total from investment operations

     (5.93 )
        

Less distributions from:

  

Net investment income

     (0.45 )

Net realized gains

     (1.61 )
        

Total distributions

     (2.06 )
        

Redemption feesd

      
        

Net asset value, end of period

   $ 10.91  
        

Total returne

     (35.15)%  

Ratios to average net assetsf

  

Expensesg

     1.12%  

Net investment income

     2.47%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 14,287  

Portfolio turnover rate

     18.27%  

 

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dAmount rounds to less than $0.01 per share.

eTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

 

The accompanying notes are an integral part of these financial statements.

 

TF-10


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Templeton Foreign Securities Fund    Country      Shares/
Units/
Rights
     Value

Common Stocks and Other Equity Interests 93.6%

            

Aerospace & Defense 1.6%

            

BAE Systems PLC

   United Kingdom      4,494,870      $ 24,733,571

Embraer-Empresa Brasileira de Aeronautica SA, ADR

   Brazil      700,030        11,347,486
                
               36,081,057
                

Air Freight & Logistics 0.8%

            

Deutsche Post AG

   Germany      1,087,912        17,958,089
                

Auto Components 0.7%

            

NOK Corp.

   Japan      2,198,155        15,465,355
                

Automobiles 1.6%

            

Bayerische Motoren Werke AG

   Germany      354,040        10,876,340

Toyota Motor Corp., ADR

   Japan      380,380        24,892,067
                
               35,768,407
                

Capital Markets 1.3%

            

Invesco Ltd.

   United States      1,744,177        25,185,916

aKKR Private Equity Investors LP

   United States      1,155,000        4,042,500
                
               29,228,416
                

Commercial Banks 5.8%

            

DBS Group Holdings Ltd.

   Singapore      1,240,347        7,290,556

aDBS Group Holdings Ltd., rts., 1/20/09

   Singapore      620,173        1,298,792

Hana Financial Group Inc.

   South Korea      672,040        10,375,915

aKB Financial Group Inc., ADR

   South Korea      530,407        13,896,663

Mega Financial Holding Co. Ltd.

   Taiwan      34,084,000        11,907,301

Mitsubishi UFJ Financial Group Inc.

   Japan      3,429,500        21,537,084

Royal Bank of Scotland Group PLC

   United Kingdom      7,120,299        5,137,379

Shinsei Bank Ltd.

   Japan      8,731,478        13,808,061

Sumitomo Mitsui Financial Group Inc.

   Japan      563,700        24,397,949

UniCredit SpA

   Italy      8,344,507        20,360,877
                
                  130,010,577
                

Communications Equipment 1.0%

            

Telefonaktiebolaget LM Ericsson, B, ADR

   Sweden      2,929,600        22,880,176
                

Computers & Peripherals 1.0%

            

Compal Electronics Inc.

   Taiwan      12,917,247        6,798,551

Lite-On Technology Corp.

   Taiwan      22,816,681        14,932,656
                
               21,731,207
                

Containers & Packaging 1.1%

            

Amcor Ltd.

   Australia      5,968,788        24,520,618
                

Diversified Financial Services 0.9%

            

ING Groep NV

   Netherlands      2,046,888        20,979,659
                

Diversified Telecommunication Services 11.1%

            

China Telecom Corp. Ltd., H

   China      73,292,357        27,330,251

Chunghwa Telecom Co. Ltd., ADR

   Taiwan      2,312,608        36,076,685

France Telecom SA

   France      1,868,953        52,162,606

Singapore Telecommunications Ltd.

   Singapore      20,278,000        36,096,963

Telefonica SA, ADR

   Spain      829,094        55,872,645

Telekom Austria AG

   Austria      727,240        10,474,067

Telenor ASA

   Norway      4,844,334        32,249,821
                
               250,263,038
                

 

TF-11


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Foreign Securities Fund    Country      Shares/
Units/
Rights
     Value

Common Stocks and Other Equity Interests (continued)

            

Electric Utilities 3.7%

            

British Energy Group PLC

   United Kingdom      5,766,390      $ 65,102,838

Hong Kong Electric Holdings Ltd.

   Hong Kong      3,453,969        19,386,294
                
               84,489,132
                

Electrical Equipment 0.5%

            

aVestas Wind Systems AS

   Denmark      191,258        10,905,109
                

Electronic Equipment, Instruments & Components 1.6%

            

aFlextronics International Ltd.

   Singapore      4,132,960        10,580,378

FUJIFILM Holdings Corp.

   Japan      921,374        20,551,833

Venture Corp. Ltd.

   Singapore      1,339,613        4,095,989
                
               35,228,200
                

Energy Equipment & Services 0.4%

            

Aker Solutions ASA

   Norway      1,386,290        8,969,719
                

Food Products 3.0%

            

Nestle SA

   Switzerland      1,035,090        40,321,888

Unilever PLC

   United Kingdom      1,170,483        26,993,777
                
               67,315,665
                

Health Care Equipment & Supplies 1.4%

            

Olympus Corp.

   Japan      1,551,000        31,023,143
                

Health Care Providers & Services 0.5%

            

Celesio AG

   Germany      440,310        11,882,730
                

Hotels, Restaurants & Leisure 1.3%

            

Autogrill SpA

   Italy      1,429,290        10,732,354

Compass Group PLC

   United Kingdom      3,611,978        18,147,632
                
               28,879,986
                

Industrial Conglomerates 2.7%

            

Hutchison Whampoa Ltd.

   Hong Kong      3,276,709        16,425,401

Siemens AG

   Germany      598,694        44,193,351
                
               60,618,752
                

Insurance 5.7%

            

ACE Ltd.

   United States      729,799        38,620,963

Aviva PLC

   United Kingdom      2,897,247        16,503,139

AXA SA

   France      831,259        18,417,428

bAXA SA, 144A

   France      38,270        847,912

Old Mutual PLC

   United Kingdom      19,529,314        15,687,946

Swiss Reinsurance Co.

   Switzerland      792,220        37,314,979
                
                  127,392,367
                

Life Sciences Tools & Services 0.7%

            

Lonza Group AG

   Switzerland      175,440        16,026,006
                

Media 4.6%

            

British Sky Broadcasting Group PLC

   United Kingdom      2,941,216        20,619,806

Pearson PLC

   United Kingdom      3,409,246        31,917,788

Reed Elsevier NV

   Netherlands      1,742,483        20,515,448

Vivendi SA

   France      905,850        29,468,614
                
               102,521,656
                

 

TF-12


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Foreign Securities Fund    Country      Shares/
Units/
Rights
     Value

Common Stocks and Other Equity Interests (continued)

            

Metals & Mining 1.5%

            

Barrick Gold Corp.

   Canada      663,561      $ 24,381,831

POSCO, ADR

   South Korea      141,230        10,627,558
                
               35,009,389
                

Multi-Utilities 1.4%

            

GDF Suez

   France      602,301        29,750,627

aSuez Environnement SA

   France      157,749        2,657,994
                
               32,408,621
                

Oil, Gas & Consumable Fuels 11.7%

            

BP PLC

   United Kingdom      6,827,077        52,448,970

Eni SpA

   Italy      1,275,111        29,847,215

Gazprom, ADR

   Russia      643,700        9,172,725

Hindustan Petroleum Corp. Ltd.

   India      2,415,168        13,546,201

Indian Oil Corp. Ltd.

   India      1,194,026        10,467,988

Reliance Industries Ltd.

   India      1,122,471        28,402,303

Royal Dutch Shell PLC, B

   United Kingdom      1,736,593        43,752,570

Sasol, ADR

   South Africa      971,480        29,464,988

Total SA, B

   France      846,266        46,043,517
                
               263,146,477
                

Paper & Forest Products 0.8%

            

UPM-Kymmene OYJ

   Finland      1,477,599        18,595,141
                

Pharmaceuticals 9.9%

            

GlaxoSmithKline PLC

   United Kingdom      3,007,885        56,430,221

Merck KGaA

   Germany      276,540        24,948,974

Novartis AG

   Switzerland      825,010        40,713,575

Roche Holding AG

   Switzerland      71,870        10,936,300

Sanofi-Aventis

   France      1,066,665        67,714,904

Takeda Pharmaceutical Co. Ltd.

   Japan      421,454        21,948,981
                
                  222,692,955
                

Professional Services 2.0%

            

Adecco SA

   Switzerland      956,590        32,050,557

Randstad Holding NV

   Netherlands      633,100        12,880,588
                
               44,931,145
                

Real Estate Management & Development 1.0%

            

Cheung Kong (Holdings) Ltd.

   Hong Kong      2,483,922        23,492,488
                

Semiconductors & Semiconductor Equipment 4.4%

            

aInfineon Technologies AG

   Germany      3,757,123        4,996,159

Samsung Electronics Co. Ltd.

   South Korea      113,407        40,496,086

Taiwan Semiconductor Manufacturing Co. Ltd.

   Taiwan      38,910,907        52,712,259
                
               98,204,504
                

Software 3.1%

            

aCheck Point Software Technologies Ltd.

   Israel      1,990,881        37,806,830

SAP AG, ADR

   Germany      895,140        32,421,971
                
               70,228,801
                

Specialty Retail 1.4%

            

Kingfisher PLC

   United Kingdom      15,543,496        30,647,771
                

 

TF-13


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Foreign Securities Fund    Country      Shares/
Units/
Rights
     Value

Common Stocks and Other Equity Interests (continued)

            

Textiles, Apparel & Luxury Goods 0.2%

            

Burberry Group PLC

   United Kingdom      1,541,479      $ 4,992,495
                

Wireless Telecommunication Services 3.2%

            

Mobile TeleSystems, ADR

   Russia      316,030        8,431,681

Turkcell Iletisim Hizmetleri AS, ADR

   Turkey      1,368,000        19,945,440

Vodafone Group PLC, ADR

   United Kingdom      2,157,030        44,089,693
                
               72,466,814
                

Total Common Stocks and Other Equity Interests
(Cost $2,874,142,965)

               2,106,955,665
                

Preferred Stocks (Cost $2,340,943) 0.6%

            

Metals & Mining 0.6%

            

Companhia Vale do Rio Doce, ADR, pfd., A

   Brazil      1,296,112        13,803,593
                

Total Investments before Short Term Investments
(Cost $2,876,483,908)

               2,120,759,258
                

Short Term Investments (Cost $125,511,833) 5.6%

            

Money Market Funds 5.6%

            

cFranklin Institutional Fiduciary Trust Money Market Portfolio, 0.55%

   United States      125,511,833        125,511,833
                

Total Investments (Cost $3,001,995,741) 99.8%

               2,246,271,091

Other Assets, less Liabilities 0.2%

               3,839,699
                

Net Assets 100.0%

             $ 2,250,110,790
                

 

See Abbreviations on page TF-24.

 

 

aNon-income producing for the twelve months ended December 31, 2008.

bSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. This security has been deemed liquid under guidelines approved by the Trust’s Board of Trustees. At December 31, 2008, the value of this security was $847,912, representing 0.04% of net assets.

cSee Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end.

 

TF-14

 

The accompanying notes are an integral part of these financial statements.


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Templeton
Foreign
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 2,876,483,908  

Cost - Sweep Money Fund (Note 7)

     125,511,833  
        

Total cost of investments

   $ 3,001,995,741  
        

Value - Unaffiliated issuers

   $ 2,120,759,258  

Value - Sweep Money Fund (Note 7)

     125,511,833  
        

Total value of investments

     2,246,271,091  

Receivables:

  

Investment securities sold

     2,044,184  

Capital shares sold

     870,573  

Dividends

     5,400,824  
        

Total assets

     2,254,586,672  
        

Liabilities:

  

Payables:

  

Capital shares redeemed

     1,368,109  

Affiliates

     2,126,526  

Custodian fees

     411,918  

Reports to shareholders

     509,370  

Accrued expenses and other liabilities

     59,959  
        

Total liabilities

     4,475,882  
        

Net assets, at value

   $ 2,250,110,790  
        

Net assets consist of:

  

Paid-in capital

   $ 2,857,847,041  

Undistributed net investment income

     80,222,837  

Net unrealized appreciation (depreciation)

     (755,830,115 )

Accumulated net realized gain (loss)

     67,871,027  
        

Net assets, at value

   $ 2,250,110,790  
        

 

The accompanying notes are an integral part of these financial statements.

 

TF-15


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Assets and Liabilities (continued)

December 31, 2008

 

     Templeton
Foreign
Securities Fund

Class 1:

  

Net assets, at value

   $ 262,724,991
      

Shares outstanding

     23,995,816
      

Net asset value and maximum offering price per share

   $ 10.95
      

Class 2:

  

Net assets, at value

   $ 1,702,038,041
      

Shares outstanding

     158,154,731
      

Net asset value and maximum offering price per share

   $ 10.76
      

Class 3:

  

Net assets, at value

   $ 271,060,629
      

Shares outstanding

     25,325,977
      

Net asset value and maximum offering price per sharea

   $ 10.70
      

Class 4:

  

Net assets, at value

   $ 14,287,129
      

Shares outstanding

     1,309,369
      

Net asset value and maximum offering price per share

   $ 10.91
      

 

 

aRedemption price is equal to net asset value less any redemption fees retained by the Fund.

 

The accompanying notes are an integral part of these financial statements.

 

TF-16


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Templeton
Foreign
Securities Fund
 

Investment income:

  

Dividends (net of foreign taxes of $12,000,492)

  

Unaffiliated issuers

   $ 112,689,347  

Sweep Money Fund (Note 7)

     4,121,046  

Interest (net of foreign taxes of $108)

     617  
        

Total investment income

     116,811,010  
        

Expenses:

  

Management fees (Note 3a)

     20,049,698  

Administrative fees (Note 3b)

     3,017,103  

Distribution fees: (Note 3c)

  

Class 2

     6,250,018  

Class 3

     853,532  

Class 4

     15,609  

Unaffiliated transfer agent fees

     5,627  

Custodian fees (Note 4)

     911,729  

Reports to shareholders

     857,674  

Registration and filing fees

     3,586  

Professional fees

     86,521  

Trustees’ fees and expenses

     17,266  

Other

     93,999  
        

Total expenses

     32,162,362  

Expense reductions (Note 4)

     (10,171 )
        

Net expenses

     32,152,191  
        

Net investment income

     84,658,819  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments

     67,937,705  

Foreign currency transactions

     (3,987,907 )
        

Net realized gain (loss)

     63,949,798  
        

Net change in unrealized appreciation (depreciation) on:

  

Investments

     (1,759,715,281 )

Translation of other assets and liabilities denominated in foreign currencies

     (161,735 )

Change in deferred taxes on unrealized appreciation (depreciation)

     997,091  
        

Net change in unrealized appreciation (depreciation)

     (1,758,879,925 )
        

Net realized and unrealized gain (loss)

     (1,694,930,127 )
        

Net increase (decrease) in net assets resulting from operations

   $ (1,610,271,308 )
        

 

The accompanying notes are an integral part of these financial statements.

 

TF-17


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Templeton Foreign
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 84,658,819     $ 79,679,233  

Net realized gain (loss) from investments and foreign currency transactions

     63,949,798       319,667,578  

Net change in unrealized appreciation (depreciation) on investments, translation of other assets and liabilities denominated in foreign currencies, and deferred taxes

     (1,758,879,925 )     172,022,908  
        

Net increase (decrease) in net assets resulting from operations

     (1,610,271,308 )     571,369,719  
        

Distributions to shareholders from:

    

Net investment income:

    

Class 1

     (10,823,949 )     (13,007,672 )

Class 2

     (60,137,896 )     (62,378,038 )

Class 3

     (8,627,614 )     (4,668,468 )

Class 4

     (47,077 )      

Net realized gains:

    

Class 1

     (39,165,092 )     (26,934,025 )

Class 2

     (246,128,397 )     (142,276,757 )

Class 3

     (33,305,113 )     (10,123,984 )

Class 4

     (170,343 )      
        

Total distributions to shareholders

     (398,405,481 )     (259,388,944 )
        

Capital share transactions: (Note 2)

    

Class 1

     (20,239,535 )     (110,488,366 )

Class 2

     (11,580,062 )     66,307,351  

Class 3

     173,017,254       145,429,492  

Class 4

     17,522,726        
        

Total capital share transactions

     158,720,383       101,248,477  
        

Redemption fees

     31,545       24,688  
        

Net increase (decrease) in net assets

     (1,849,924,861 )     413,253,940  

Net assets:

    

Beginning of year

     4,100,035,651       3,686,781,711  
        

End of year

   $ 2,250,110,790     $ 4,100,035,651  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 80,222,837     $ 79,657,780  
        

 

The accompanying notes are an integral part of these financial statements.

 

TF-18


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Templeton Foreign Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Templeton Foreign Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. The Fund offers four classes of shares: Class 1, Class 2, Class 3 and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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. Investments in open-end mutual funds are valued at the closing net asset value.

 

Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the Fund. The investment manager 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 Depository 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. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. At December 31, 2008, a portion of the securities held by the Fund were fair valued. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Foreign Currency Translation

 

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust’s Board of Trustees.

 

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.

 

TF-19


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Foreign Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

b. Foreign Currency Translation (continued)

 

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. Foreign Currency Contracts

 

When the Fund purchases or sells foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities.

 

d. Income and Deferred Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

Foreign securities held by the Fund may be subject to foreign taxation on dividend and interest income received. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests.

 

The Fund may be subject to a tax imposed on net realized gains on securities of certain foreign countries. The Fund records an estimated deferred tax liability for net unrealized gains on these securities in an amount that would be payable if the securities were disposed of on the valuation date.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

e. Security Transactions, Investment Income, Expenses and Distributions

 

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

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

TF-20


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Foreign Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

f. 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.

 

g. Redemption Fees

 

Redemptions and exchanges of Class 3 shares held 60 days or less may be subject to the Fund’s redemption fee, which is 1% of the amount redeemed. Such fees are retained by the Fund and accounted for as an addition to paid-in capital.

 

h. Guarantees and Indemnifications

 

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

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   1,086,211     $ 16,606,956     1,232,157     $ 24,254,763  

Shares issued in reinvestment of distributions

   2,996,945       49,989,041     2,040,966       39,941,697  

Shares redeemed

   (5,914,630 )     (86,835,532 )   (8,769,318 )     (174,684,826 )
        

Net increase (decrease)

   (1,831,474 )   $ (20,239,535 )   (5,496,195 )   $ (110,488,366 )
        
Class 2 Shares:                         

Shares sold

   18,662,528     $ 282,933,070     20,015,006     $ 388,403,751  

Shares issued in reinvestment of distributions

   18,582,156       305,119,000     10,576,152       204,013,968  

Shares redeemed

   (39,817,365 )     (599,632,132 )   (26,940,536 )     (526,110,368 )
        

Net increase (decrease)

   (2,572,681 )   $ (11,580,062 )   3,650,622     $ 66,307,351  
        
Class 3 Shares:                         

Shares sold

   8,547,568     $ 149,148,052     7,292,215     $ 141,648,697  

Shares issued in reinvestment of distributions

   2,567,834       41,932,727     769,639       14,792,452  

Shares redeemed

   (1,325,100 )     (18,063,525 )   (578,013 )     (11,011,657 )
        

Net increase (decrease)

   9,790,302     $ 173,017,254     7,483,841     $ 145,429,492  
        
Class 4 Shares:                         

Shares sold

   1,321,338     $ 17,596,379      

Shares issued on reinvestment of distributions

   13,018       216,877      

Shares redeemed

   (24,987 )     (290,530 )    
                    

Net increase (decrease)

   1,309,369     $ 17,522,726      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008, for Class 4.

 

TF-21


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Foreign Securities Fund

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Templeton Investment Counsel, LLC (TIC)

   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 TIC based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets

0.750%

  

Up to and including $200 million

0.675%

  

Over $200 million, up to and including $1.3 billion

0.600%

  

Over $1.3 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%

  

In excess of $20 billion

 

b. Administrative Fees

 

The Fund pays an administrative fee to FT Services based on the Fund’s average 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 Fund’s Board of Trustees has adopted distribution plans for Class 2, Class 3 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.25%, 0.35% and 0.35% per year of its average daily net assets of Class 2, Class 3 and Class 4, respectively. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 3.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

TF-22


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Foreign Securities Fund

 

5. INCOME TAXES

 

For tax purposes, realized capital losses and realized currency losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses and realized currency losses of $31,132,573 and $533,772, respectively.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from:

     

Ordinary Income

   $ 109,101,243    $ 89,150,006

Long term capital gain

     289,304,238      170,238,938
      
   $ 398,405,481    $ 259,388,944
      

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation), undistributed ordinary income and undistributed long term capital gains for income tax purposes were as follows:

 

Cost of investments

   $ 3,003,340,158  
        

Unrealized appreciation

   $ 141,682,942  

Unrealized depreciation

     (898,752,009 )
        

Net unrealized appreciation (depreciation)

   $ (757,069,067 )
        
  

Undistributed ordinary income

   $ 81,183,999  

Undistributed long term capital gains

     99,920,625  
        

Distributable earnings

   $ 181,104,624  
        

 

Net investment income differs for financial statement and tax purposes primarily due to differing treatments of foreign currency transactions and pass-through entity income.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales, foreign currency transactions and pass-through entity income.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $568,494,976 and $680,577,471, respectively.

 

7. INVESTMENTS IN FRANKLIN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO

 

The Fund may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Franklin Advisers, Inc. (an affiliate of the investment manager). Management fees paid by the Fund are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund.

 

8. 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.

 

TF-23


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Foreign Securities Fund

 

9. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

Level 3 – significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments)

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets carried at fair value:

 

     Level 1    Level 2    Level 3    Total

Assets:

           

Investments in Securities

   $ 2,096,690,773    $ 149,580,318    $   —    $ 2,246,271,091

 

10. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

11. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

 

 

ABBREVIATIONS

 

Selected Portfolio

ADR - American Depository Receipt

 

TF-24


Franklin Templeton Variable Insurance Products Trust

 

Templeton Foreign Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Templeton Foreign Securities Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

TF-25


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Templeton Foreign Securities Fund

 

Under Section 852(b)(3)(C) of the Internal Revenue Code (Code), the Fund designates the maximum amount allowable but no less than $289,304,240 as a long term capital gain dividend for the fiscal year ended December 31, 2008.

 

At December 31, 2008, more than 50% of the Fund’s total assets were invested in securities of foreign issuers. In most instances, foreign taxes were withheld from income paid to the Fund on these investments. The Fund elects to treat foreign taxes paid as allowed under Section 853 of the Code. This election will allow shareholders of record as of the 2009 distribution date, to treat their proportionate share of foreign taxes paid by the Fund as having been paid directly by them. The shareholder shall consider these amounts as foreign taxes paid in the tax year in which they receive the Fund distribution.

 

TF-26


TEMPLETON GLOBAL ASSET ALLOCATION FUND

 

This annual report for Templeton Global Asset Allocation Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   -25.13%    +3.84%    +5.47%

 

*Performance prior to the 5/1/00 merger reflects historical performance of Templeton Asset Allocation Fund. For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -22.39%. Effective 8/1/07, the investment manager and administrator have contractually agreed to waive or limit their respective fees and to assume as their own expense certain expenses otherwise payable by the Fund, exclusive of acquired fund fees and expenses, so that net annual Fund operating expenses do not exceed 1.18% (other than certain non-routine expenses or costs, including those relating to litigation, indemnification, reorganizations and liquidations) until 4/30/09.

 

Total Return Index Comparison

for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Morgan Stanley Capital International (MSCI) All Country (AC) World Index and the J.P. Morgan (JPM) Government Bond Index (GBI) Global. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Templeton Global Asset Allocation Fund – Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

TGA-1


 

Fund Goal and Main Investments: Templeton Global Asset Allocation Fund seeks high total return. The Fund normally invests in equity securities of companies of any country, debt securities of companies and governments of any country, and in money market securities. The Fund normally invests substantially to primarily in equity securities.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund performed better than its broad equity benchmark, the MSCI AC World Index, which had a -41.85% total return for the year under review, and underperformed its fixed income benchmark, the JPM GBI Global, which returned +12.00% for the same period.1

 

Economic and Market Overview

 

During 2008, the global economy felt the effects of decelerating growth in the U.S. where housing prices declined, consumer demand softened, and a credit crisis originally related to U.S. subprime loan losses intensified. Fear of recession spanned the entire period, and in the summer most economists agreed that a recession had already begun. By then, the faltering U.S. economy had negatively impacted growth prospects around the world. Although growth in the first half of the year was robust in developing economies, particularly in Asia, signs of a global slowdown surfaced in the latter half.

 

In an environment of extremely high commodity prices that increased inflationary pressure, the world’s monetary authorities faced the choice of lowering short-term interest rates to stimulate growth or raising them to fight rising inflation. Stimulus provided through fiscal and monetary policies implemented around the globe sought to restore financial market stability and reignite economic growth. The U.S. Treasury and the Federal Reserve Board took unprecedented steps, including lowering short-term rates to near 0% from 4.25%. The European Central Bank (ECB) and many of the world’s other central banks had raised rates due to inflationary pressures. Later in the year, the potential for global recession trumped inflationary concerns, and the world’s monetary authorities cut interest rates aggressively. The U.S. dollar, which had declined earlier in the period versus many of the world’s currencies, regained ground quickly toward period-end as a flight to the relative safety of U.S. Treasuries prevailed.

 

1. Source: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

 

Fund Risks: The Fund’s investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. Foreign investing, especially in emerging markets, involves additional risks, including currency fluctuations, economic instability, market volatility, and political and social instability. Because the Fund invests in bonds and other debt obligations, its share price and yield will be affected by interest rate movements. Bond prices generally move in the opposite direction of interest rates. Thus, as prices of bonds in the Fund adjust to a rise in interest rates, the Fund’s share price may decline. The Fund’s prospectus also includes a description of the main investment risks.

 

 

TGA-2


 

In this challenging economic time, volatility came to define global equity markets. Virtually all local indexes ended the 12-month period with marked losses. Despite negative economic data and an outlook for decelerating corporate earnings and profit margins globally, many companies outside the financials sector retained relatively strong balance sheets.

 

Lower interest rates from many central banks benefited long duration, developed government bonds. Additionally, a significant flight to quality favored a small group of developed country government bonds and currencies as investors indiscriminately sought to reduce risk. Several governments planned to cushion their economic slowdowns with increased government spending. In many of these countries, however, the downturn did not occur until late in the year and inflation remained elevated, which limited the extent of counter-cyclical response, particularly in Latin America. In Europe, the ECB’s policy response remained two-pronged, including interest rate reductions and unprecedented and unlimited liquidity expansion to the banking system. However, the fiscal response was small and poorly coordinated across the region. Following several years of rapid expansion, fueled by credit extension from European banks, many non-eurozone European countries’ imbalances were revealed. Some central and eastern European economies asked the International Monetary Fund for support.

 

Asia’s economic growth did not fall as sharply as in the U.S. and Europe. Current accounts remained relatively stable and actually improved for some net commodity importers such as South Korea. Asian countries largely did not face balance of payment pressure during the year. Furthermore, with substantial international reserves and favorable conditions from official financing sources, most had some ability to cushion the external shock. Authorities sought to take advantage of this flexibility through monetary and fiscal easing. The Asian banking sector seemed likely to come under some stress; however, it appeared fairly stable as banks have largely deleveraged since the 1997 financial crisis.

 

Investment Strategy

 

Our investment philosophy is bottom up, value oriented and long term. In choosing equity investments, we will focus on the market price of a company’s securities relative to our evaluation of the company’s potential long-term earnings, asset value and cash flow. Among factors we may consider are a company’s historical value measures, including price/earnings ratio, profit margins and liquidation value.

What is duration?

Duration is a measure of a bond’s price sensitivity to interest rate changes. In general, a portfolio of securities with a lower duration can be expected to be less sensitive to interest rate changes than a portfolio with a higher duration.

 

What is a current account?

A current account is that part of the balance of payments where all of one country’s international transactions in goods and services are recorded.

 

What is balance of payments?

Balance of payments is a record of all of a country’s exports and imports of goods and services, borrowing and lending with the rest of the world during a particular time period. It helps a country evaluate its competitive strengths and weaknesses and forecast the strength of its currency.

 

 

TGA-3


 

LOGO

 

In choosing debt investments, we allocate our assets among issuers, geographic regions and currencies based upon our assessment of relative interest rates among currencies, our outlook for changes in interest rates among currencies, and credit risks. With respect to debt securities, we may utilize forward currency exchange contracts.

 

Manager’s Discussion

 

Equity

 

During the year under review, stock selection and underweighting in the materials sector helped the Fund’s performance relative to the benchmark index.2 Notable among these stocks were Finnish paper products manufacturer UPM-Kymmene and Australian packaging products company Amcor.

 

An underweighting in the troubled financials sector also boosted relative Fund performance for the year.3 Contributors included Swiss insurers ACE4 and Swiss Reinsurance.

 

Stock selection and an underweighted allocation in the consumer discretionary sector also positively impacted relative returns.5 Several U.K.-based companies, including food services provider Compass Group and publisher Pearson, aided relative Fund results.

 

Although the Fund performed better than its equity benchmark, some factors negatively affected relative performance. For example, the Fund’s underweighted exposure to the consumer staples sector, which performed better than the overall index, detracted from relative results.6 An overweighted allocation and stock selection in the telecommunications services sector, and an underweighting and stock selection in the industrials sector, also hindered relative results.7

 

Additionally, the Fund’s relative returns suffered from the Fund’s stock selection in the information technology sector.8 Stocks that lost value in this sector included semiconductor manufacturer Infineon Technologies (Germany), and electronic component manufacturers Flextronics (Singapore)4 and Lite-On Technology (Taiwan).4

 

2. The materials sector comprises paper and forest products in the SOI.

3. The financials sector comprises capital markets, commercial banks, diversified financial services, insurance, and real estate management and development in the SOI.

4. This holding is not an index component.

5. The consumer discretionary sector comprises auto components; automobiles; hotels, restaurants and leisure; media; and specialty retail in the SOI.

6. The consumer staples sector comprises food products and beverages in the SOI.

7. The telecommunication services sector comprises diversified telecommunication services and wireless telecommunication services in the SOI. The industrials sector comprises aerospace and defense, air freight and logistics, electrical equipment, industrial conglomerates, and trading companies and distributors in the SOI.

8. The information technology sector comprises communications equipment; computers and peripherals; electronic equipment, instruments and components; semiconductors and semiconductor equipment; and software in the SOI.

 

TGA-4


 

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 12 months ended December 31, 2008, the U.S. dollar appreciated in value relative to most non-U.S. currencies. As a result, the Fund’s performance (equity portion) was negatively affected by the portfolio’s substantial investment in securities with non-U.S. currency exposure.

 

Fixed Income

 

In 2008, the global economy and financial system were hit by multiple shocks, which resulted in significant market turbulence. Given this backdrop, the Fund provided positive results largely due to diversification and our actively managed fundamental investment strategy. The Fund’s total return was influenced by various factors, including interest rate developments, currency movements and exposure to sovereign debt markets.

 

Interest Rate Strategy

 

For much of the year, a disconnect existed between interest rates charged by the market and many countries’ underlying fundamentals. The flight to quality into developed market government bonds and developing economies’ commodity-driven inflationary pressures led markets to price in decoupling of global growth we believed was unrealistic where interest rates would stay high outside the largest developed economies. However, toward year-end, interest rate cuts began to be priced in around the globe, leading to strong returns for the Fund’s New Zealand, Australian, South Korean and Mexican duration exposures. Duration exposure contributed significantly to absolute performance due to these select positions. However, on a relative basis, the Fund’s diversified exposures underperformed the more concentrated benchmark due to the strong rally in U.S., British and Japanese Treasury bonds. The Fund continued to see value in bonds outside of these three core economies due to higher relative yields.

 

Currency Strategy

 

The Fund’s diverse currency exposure produced mixed results despite its ongoing commitment to holding only currencies of economies with

 

LOGO

 

TGA-5


Top Five Countries

Templeton Global Asset Allocation Fund 12/31/08

 

      % of Total
Net Assets
U.S.    21.9%
U.K.    9.8%
Malaysia    8.8%
South Korea    7.2%
Poland    5.5%

 

Top Five Sectors/Industries

Templeton Global Asset Allocation Fund

Based on Equity Securities

12/31/08

 

      % of Total
Net Assets
Pharmaceuticals    8.6%
Media    5.8%
Diversified Telecommunication Services    5.1%
Oil, Gas & Consumable Fuels    4.3%
Software    4.1%

 

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).

 

strong underlying fundamentals. For example, the Fund attempted to capitalize on accelerating worldwide deleveraging by investing in the Japanese yen and Swiss franc, which were low-yielding currencies from countries with external surpluses. These currencies benefited from local investors’ repatriation of international investments as risk aversion rose. The currencies of these countries, who are net creditors, became safe havens within the turmoil. Additionally, the Fund’s underweighted exposure to the euro benefited relative performance as the credit crunch became a significant global problem leading to difficulties for the leveraged European economy and lower interest rates from the ECB. Although the Fund correctly identified the euro as overvalued at close to its all-time high, several other currency exposures hurt relative performance as extreme risk aversion led to some currencies trading out of line with their relative fundamentals. The Brazilian real, Indonesian rupiah and Malaysian ringgit depreciated against the U.S. dollar during the year despite those countries’ strong relative economic growth and trade surpluses.

 

Global Sovereign Debt Strategy

 

The Fund maintained limited exposure to U.S.-dollar denominated sovereign credit during the year because of what we considered unattractive valuations. However, the sell-off in some bond markets due to forced selling by hedge funds and deleveraging by the sell-side broker community pushed down valuations past levels we viewed as consistent with medium-term valuations. This indiscriminate risk reduction allowed us an opportunity to add to our sovereign bond positions at what were to us attractive, depressed levels. It is worth highlighting the substantial improvement in sovereign credit fundamentals compared with prior episodes of volatility. Importantly, many governments’ external debt burdens during the period were lower than in the 1990s. Although some countries may likely experience crises, we believed the indiscriminate sell-off of risky assets created select opportunities where markets may have overpriced sovereign default risk.

 

Thank you for your participation in Templeton Global Asset Allocation Fund. We look forward to serving your future investment needs.

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

 

TGA-6


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown below would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Templeton Global Asset Allocation Fund – Class 4

 

TGA-7


 

Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

  

Ending

Account

Value 12/31/08

   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 800.20    $ 5.34

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,019.20    $ 5.99

 

*Expenses are calculated using the most recent six-month annualized expense ratio, net of expense waiver, for the Fund’s Class 4 shares (1.18%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

TGA-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Templeton Global Asset Allocation Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 14.75     $ 21.96     $ 21.06     $ 21.11     $ 18.78  
        

Income from investment operationsa:

          

Net investment incomeb

     0.39       0.53       0.64       0.49       0.48  

Net realized and unrealized gains (losses)

     (3.40 )     1.58       3.36       0.28       2.42  
        

Total from investment operations

     (3.01 )     2.11       4.00       0.77       2.90  
        

Less distributions from:

          

Net investment income and net foreign currency gains

     (1.40 )     (4.06 )     (1.66 )     (0.82 )     (0.57 )

Net realized gains

     (1.71 )     (5.26 )     (1.44 )            
        

Total distributions

     (3.11 )     (9.32 )     (3.10 )     (0.82 )     (0.57 )
        

Net asset value, end of year

   $ 8.63     $ 14.75     $ 21.96     $ 21.06     $ 21.11  
        

Total returnc

     (24.97)%       10.32%       21.39%       3.85%       15.94%  

Ratios to average net assets

          

Expenses before waiver and payments by affiliates

     0.94%       0.88%       0.84%       0.85%       0.84%  

Expenses net of waiver and payments by affiliatesd

     0.83%       0.85%       0.84%       0.85%       0.84%  

Net investment income

     3.34%       2.77%       2.91%       2.36%       2.52%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 37,619     $ 63,316     $ 276,790     $ 638,006     $ 625,728  

Portfolio turnover rate

     20.11%       30.08% e     23.74% e     26.23%       27.43%  

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

eExcludes the value of portfolio securities delivered as a result of a redemption in-kind.

 

The accompanying notes are an integral part of these financial statements.

 

TGA-9


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Templeton Global Asset Allocation Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 14.52     $ 21.75     $ 20.88     $ 20.94     $ 18.64  
        

Income from investment operationsa:

          

Net investment incomeb

     0.35       0.46       0.52       0.43       0.43  

Net realized and unrealized gains (losses)

     (3.34 )     1.58       3.40       0.29       2.41  
        

Total from investment operations

     (2.99 )     2.04       3.92       0.72       2.84  
        

Less distributions from:

          

Net investment income and net foreign currency gains

     (1.36 )     (4.01 )     (1.61 )     (0.78 )     (0.54 )

Net realized gains

     (1.71 )     (5.26 )     (1.44 )            
        

Total distributions

     (3.07 )     (9.27 )     (3.05 )     (0.78 )     (0.54 )
        

Net asset value, end of year

   $ 8.46     $ 14.52     $ 21.75     $ 20.88     $ 20.94  
        

Total returnc

     (25.10)%       10.01%       21.11%       3.55%       15.72%  

Ratios to average net assets

          

Expenses before waiver and payments by affiliates

     1.19%       1.13%       1.09%       1.10%       1.09%  

Expenses net of waiver and payments by affiliatesd

     1.08%       1.10%       1.09%       1.10%       1.09%  

Net investment income

     3.09%       2.52%       2.66%       2.11%       2.27%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 48,351     $ 78,613     $ 78,021     $ 68,385     $ 65,806  

Portfolio turnover rate

     20.11%       30.08% e     23.74% e     26.23%       27.43%  

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

eExcludes the value of portfolio securities delivered as a result of a redemption in-kind.

 

The accompanying notes are an integral part of these financial statements.

 

TGA-10


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Templeton Global Asset Allocation Fund

 

Class 4   

Period Ended

December 31,
2008
a

 
        

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 14.23  
        

Income from investment operationsb:

  

Net investment incomec

     0.31  

Net realized and unrealized gains (losses)

     (2.82 )
        

Total from investment operations

     (2.51 )
        

Less distributions from:

  

Net investment income and net foreign currency gains

     (1.40 )

Net realized gains

     (1.71 )
        

Total distributions

     (3.11 )
        

Net asset value, end of period

   $ 8.61  
        

Total returnd

     (22.39)%  

Ratios to average net assetse

  

Expenses before waiver and payments by affiliates

     1.29%  

Expenses net of waiver and payments by affiliatesf

     1.18%  

Net investment income

     2.99%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 3  

Portfolio turnover rate

     20.11%  

 

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

 

The accompanying notes are an integral part of these financial statements.

 

TGA-11


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Templeton Global Asset Allocation Fund    Country      Shares/
Rights/
Warrants
     Value

Common Stocks, Rights and Warrants 56.9%

            

Aerospace & Defense 1.2%

            

BAE Systems PLC

   United Kingdom      117,072      $      644,203

aRaytheon Co., wts., 6/16/11

   United States      63        1,002

aRolls-Royce Group PLC

   United Kingdom      83,152        407,457
                
               1,052,662
                

Air Freight & Logistics 1.5%

            

Deutsche Post AG

   Germany      44,767        738,966

United Parcel Service Inc., B

   United States      9,570        527,881
                
               1,266,847
                

Automobiles 0.9%

            

Bayerische Motoren Werke AG

   Germany      17,098        525,262

Toyota Motor Corp., ADR

   Japan      3,590        234,929
                
               760,191
                

Beverages 0.7%

            

aDr. Pepper Snapple Group Inc.

   United States      38,290        622,212
                

Biotechnology 1.1%

            

aAmgen Inc.

   United States      16,290        940,747
                

Capital Markets 0.5%

            

The Bank of New York Mellon Corp.

   United States      15,410        436,565

Nomura Holdings Inc.

   Japan      6        50
                
               436,615
                

Commercial Banks 2.0%

            

DBS Group Holdings Ltd.

   Singapore      59,486        349,649

aDBS Group Holdings Ltd., rts., 1/20/09

   Singapore      29,743        62,289

HSBC Holdings PLC

   United Kingdom      22,723        216,083

Intesa Sanpaolo SpA

   Italy      111,770        396,581

aKB Financial Group Inc., ADR

   South Korea      10,329        270,620

Mitsubishi UFJ Financial Group Inc.

   Japan      36,000        226,078

Sumitomo Mitsui Financial Group Inc.

   Japan      4,800        207,752
                
               1,729,052
                

Commercial Services & Supplies 0.9%

            

G4S PLC

   United Kingdom      264,658        792,420
                

Communications Equipment 0.7%

            

aCisco Systems Inc.

   United States      35,880        584,844
                

Computers & Peripherals 0.6%

            

Lite-On Technology Corp.

   Taiwan      423,931        277,447

Seagate Technology

   United States      50,128        222,067
                
               499,514
                

Construction Materials 0.2%

            

CRH PLC

   Ireland      6,020        151,520
                

Consumer Finance 0.4%

            

Aiful Corp.

   Japan      49        141

Promise Co. Ltd.

   Japan      14,250        361,152
                
               361,293
                

 

TGA-12


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Global Asset Allocation Fund    Country      Shares/
Rights/
Warrants
     Value

Common Stocks, Rights and Warrants (continued)

            

Diversified Financial Services 0.4%

            

ING Groep NV

   Netherlands      36,961      $      378,833
                

Diversified Telecommunication Services 5.1%

            

Chunghwa Telecom Co. Ltd., ADR

   Taiwan      15,683        244,655

France Telecom SA, ADR

   France      47,413        1,330,883

Singapore Telecommunications Ltd.

   Singapore      403,525        718,317

Telefonica SA, ADR

   Spain      17,573        1,184,244

Telekom Austria AG, ADR

   Austria      12,980        376,420

Telenor ASA

   Norway      74,594        496,589
                
               4,351,108
                

Electric Utilities 0.8%

            

E.ON AG

   Germany      17,130        671,160
                

Electrical Equipment 0.3%

            

aVestas Wind Systems AS

   Denmark      4,342        247,571
                

Electronic Equipment, Instruments & Components 0.8%

            

FUJIFILM Holdings Corp.

   Japan      15,011        334,830

Tyco Electronics Ltd.

   United States      8,326        134,964

Venture Corp. Ltd.

   Singapore      60,159        183,942
                
               653,736
                

Food Products 0.8%

            

Unilever PLC

   United Kingdom      30,710        708,237
                

Health Care Equipment & Supplies 1.2%

            

aBoston Scientific Corp.

   United States      56,897        440,383

Covidien Ltd.

   United States      8,326        301,734

Olympus Corp.

   Japan      16,000        320,032
                
               1,062,149
                

Health Care Providers & Services 1.1%

            

Quest Diagnostics Inc.

   United States      17,660        916,731
                

Hotels, Restaurants & Leisure 0.6%

            

Compass Group PLC

   United Kingdom      103,908        522,064
                

Industrial Conglomerates 2.2%

            

General Electric Co.

   United States      23,450        379,890

Koninklijke Philips Electronics NV

   Netherlands      21,170        409,396

Siemens AG, ADR

   Germany      12,220        925,665

Tyco International Ltd.

   United States      8,326        179,841
                
               1,894,792
                

Insurance 3.9%

            

ACE Ltd.

   United States      17,838        943,987

Aviva PLC

   United Kingdom      57,769        329,061

AXA SA

   France      36,961        818,910

Progressive Corp.

   United States      34,660        513,315

Swiss Reinsurance Co.

   Switzerland      5,310        250,110

Torchmark Corp.

   United States      10,120        452,364
                
               3,307,747
                

IT Services 0.8%

            

Accenture Ltd., A

   United States      22,100        724,659
                

 

TGA-13


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Global Asset Allocation Fund    Country      Shares/
Rights/
Warrants
     Value

Common Stocks, Rights and Warrants (continued)

            

Media 5.8%

            

British Sky Broadcasting Group PLC

   United Kingdom      68,871      $      482,830

Comcast Corp., A

   United States      53,133        858,098

aThe DIRECTV Group Inc.

   United States      15,337        351,371

News Corp., A

   United States      64,570        586,941

Pearson PLC

   United Kingdom      63,912        598,352

Reed Elsevier NV

   Netherlands      37,947        446,776

Time Warner Inc.

   United States      60,448        608,107

aViacom Inc., B

   United States      28,204        537,568

Vivendi SA

   France      14,980        487,321
                
               4,957,364
                

Multi-Utilities 0.7%

            

PG&E Corp.

   United States      15,830        612,779
                

Multiline Retail 0.8%

            

Target Corp.

   United States      18,767        648,025
                

Oil, Gas & Consumable Fuels 4.1%

            

BP PLC

   United Kingdom      125,463        963,869

El Paso Corp.

   United States      49,332        386,270

Eni SpA

   Italy      24,592        575,638

Royal Dutch Shell PLC, B

   United Kingdom      38,652        973,817

Total SA, B

   France      12,240        665,952
                
               3,565,546
                

Paper & Forest Products 0.8%

            

UPM-Kymmene OYJ

   Finland      52,175        656,607
                

Pharmaceuticals 8.6%

            

Abbott Laboratories

   United States      9,627        513,793

Bristol-Myers Squibb Co.

   United States      23,584        548,328

GlaxoSmithKline PLC

   United Kingdom      30,757        577,025

Merck & Co. Inc.

   United States      24,820        754,528

Merck KGaA

   Germany      4,760        429,439

Novartis AG

   Switzerland      11,760        580,347

Pfizer Inc.

   United States      60,304        1,067,984

Roche Holding AG

   Switzerland      1,610        244,990

Sanofi-Aventis

   France      13,311        845,020

Takeda Pharmaceutical Co. Ltd.

   Japan      14,786        770,043

aWatson Pharmaceuticals Inc.

   United States      40,492        1,075,872
                
               7,407,369
                

Professional Services 0.3%

            

Adecco SA

   Switzerland      6,810        228,169
                

Real Estate Management & Development 0.4%

            

Cheung Kong (Holdings) Ltd.

   Hong Kong      37,748        357,014
                

Semiconductors & Semiconductor Equipment 1.1%

            

aInfineon Technologies AG, ADR

   Germany      51,804        72,526

Samsung Electronics Co. Ltd.

   South Korea      2,200        785,590

Taiwan Semiconductor Manufacturing Co. Ltd.

   Taiwan      90,000        121,922
                
               980,038
                

 

TGA-14


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Global Asset Allocation Fund    Country      Shares/
Rights/
Warrants
    Value

Common Stocks, Rights and Warrants (continued)

         

Software 4.1%

         

aCheck Point Software Technologies Ltd.

   Israel      27,306     $      518,541

Microsoft Corp.

   United States      39,012       758,393

Nintendo Co. Ltd.

   Japan      2,341       893,878

aOracle Corp.

   United States      61,267       1,086,264

SAP AG, ADR

   Germany      7,470       270,563
             
            3,527,639
             

Specialty Retail 0.1%

         

The Home Depot Inc.

   United States      5,020       115,560
             

Trading Companies & Distributors 0.2%

         

Wolseley PLC

   United Kingdom      36,280       203,477
             

Wireless Telecommunication Services 1.2%

         

Vodafone Group PLC, ADR

   United Kingdom      50,593       1,034,121
             

Total Common Stocks, Rights and Warrants (Cost $56,483,978)

            48,930,412
             

Preferred Stocks 0.6%

         

Metals & Mining 0.4%

         

Companhia Vale do Rio Doce, ADR, pfd., A

   Brazil      33,728       359,203
             

Oil, Gas & Consumable Fuels 0.2%

         

Petroleo Brasileiro SA, ADR, pfd.

   Brazil      6,070       123,889
             

Total Preferred Stocks (Cost $194,930)

            483,092
             
            Principal
Amount
b
     

Foreign Government and Agency Securities 37.7%

         

European Investment Bank, senior note,
4.50%, 5/15/13

   Supranationalc      2,550,000   NOK     382,172

1612/37, 6.50%, 9/10/14

   Supranationalc      291,000   NZD     184,566

d,eGovernment of Argentina, senior bond, FRN, 3.127%, 8/03/12

   Argentina      1,334,000       354,191

Government of Indonesia,
FR31, 11.00%, 11/15/20

   Indonesia      12,000,000,000   IDR     1,023,852

FR37, 12.00%, 9/15/26

   Indonesia      3,140,000,000   IDR     283,032

FR40, 11.00%, 9/15/25

   Indonesia      9,900,000,000   IDR     831,056

Government of Malaysia,
3.756%, 4/28/11

   Malaysia      13,480,000   MYR     3,971,405

3.833%, 9/28/11

   Malaysia      35,000   MYR     10,353

3.461%, 7/31/13

   Malaysia      1,340,000   MYR     395,053

3.814%, 2/15/17

   Malaysia      6,640,000   MYR     1,988,030

4.24%, 2/07/18

   Malaysia      3,895,000   MYR     1,213,983

Government of Mexico, 10.00%, 12/05/24

   Mexico      133,000 f MXN     1,116,366

Government of New Zealand, 7.00%, 7/15/09

   New Zealand      3,204,000   NZD     1,902,503

Government of Poland,
6.00%, 5/24/09

   Poland      9,900,000   PLN     3,339,771

5.75%, 9/23/22

   Poland      4,075,000   PLN     1,423,241

Government of Sweden,
5.00%, 1/28/09

   Sweden      15,660,000   SEK     2,006,739

4.00%, 12/01/09

   Sweden      8,510,000   SEK     1,115,633

5.50%, 10/08/12

   Sweden      8,620,000   SEK     1,249,854

 

TGA-15


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Global Asset Allocation Fund    Country      Principal
Amount
b
    Value

Foreign Government and Agency Securities (continued)

         

KfW Bankengruppe, senior note, 6.50%, 11/15/11

   Germany      250,000   NZD   $ 154,663

Korea Treasury Bond,
0525-1209, 5.25%, 9/10/12

   South Korea      1,840,000,000   KRW     1,520,546

0525-2703, 5.25%, 3/10/27

   South Korea      1,895,000,000   KRW     1,604,523

0550-1709, 5.50%, 9/10/17

   South Korea      2,395,000,000   KRW     2,048,097

New South Wales Treasury Corp., 6.00%, 5/01/12

   Australia      1,025,000   AUD     757,116

Nota Do Tesouro Nacional,
9.762%, 1/01/12

   Brazil      3,450 g BRL     1,402,384

hIndex Linked, 10.577%, 5/15/15

   Brazil      1,000 g BRL     693,863

hIndex Linked, 10.577%, 5/15/45

   Brazil      1,430 g BRL     936,869

Province of Ontario, 6.25%, 6/16/15

   Canada      64,000   NZD     38,894

Queensland Treasury Corp., 09G, 6.00%, 7/14/09

   Australia      540,000   AUD     387,412

Svensk Exportkredit AB, senior note, 7.625%, 6/30/14

   Sweden      85,000   NZD     53,488
             

Total Foreign Government and Agency Securities
(Cost $35,406,648)

            32,389,655
             

Total Investments before Short Term Investments
(Cost $92,085,556)

            81,803,159
             

Short Term Investments 1.6%

         

Foreign Government and Agency Securities (Cost $1,432,953) 1.6%

         

iEgypt Treasury Bills, 7/07/09 - 9/22/09

   Egypt      8,275,000   EGP     1,398,529
             

Total Investments before Money Market Fund (Cost $93,518,509)

            83,201,688
             
            Shares      

Money Market Funds (Cost $208) 0.0%j

         

kFranklin Institutional Fiduciary Trust Money Market Portfolio, 0.55%

   United States      208       208
             

Total Investments (Cost $93,518,717) 96.8%

            83,201,896

Net Unrealized Appreciation on Forward Exchange Contracts 2.2%

            1,880,623

Other Assets, less Liabilities 1.0%

            890,241
             

Net Assets 100.0%

          $ 85,972,760
             

 

See Abbreviations on page TGA-29.

 

aNon-income producing for the twelve months ended December 31, 2008.

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

cA supranational organization is an entity formed by two or more central governments through international treaties.

dThe coupon rate shown represents the rate at period end.

eThe principal amount is stated in original face, and scheduled paydowns are reflected in the market price on ex-date.

fPrincipal amount is stated in 100 Mexican Peso Units.

gPrincipal amount is stated in 1,000 Brazilian Real Units.

hRedemption price at maturity is adjusted for inflation. See Note 1(e).

iThe security is traded on a discount basis with no stated coupon rate.

jRounds to less than 0.1% of net assets.

kSee Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end.

 

The accompanying notes are an integral part of these financial statements.

 

TGA-16


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Templeton
Global Asset
Allocation Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 93,518,509  

Cost - Sweep Money Fund (Note 7)

     208  
        

Total cost of investments

   $ 93,518,717  
        

Value - Unaffiliated issuers

   $ 83,201,688  

Value - Sweep Money Fund (Note 7)

     208  
        

Total value of investments

     83,201,896  

Foreign currency, at value (cost $902,366)

     960,884  

Receivables:

  

Investment securities sold

     6,947  

Capital shares sold

     5,164  

Dividends and interest

     831,383  

Unrealized appreciation on forward exchange contracts (Note 8)

     2,228,419  

Other assets

     19,845  
        

Total assets

     87,254,538  
        

Liabilities:

  

Payables:

  

Capital shares redeemed

     312,297  

Affiliates

     47,212  

Funds advanced by custodian

     496,688  

Unrealized depreciation on forward exchange contracts (Note 8)

     347,796  

Accrued expenses and other liabilities

     77,785  
        

Total liabilities

     1,281,778  
        

Net assets, at value

   $ 85,972,760  
        

Net assets consist of:

  

Paid-in capital

   $ 87,628,270  

Undistributed net investment income

     6,406,237  

Net unrealized appreciation (depreciation)

     (8,417,584 )

Accumulated net realized gain (loss)

     355,837  
        

Net assets, at value

   $ 85,972,760  
        

 

The accompanying notes are an integral part of these financial statements.

 

TGA-17


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Assets and Liabilities (continued)

December 31, 2008

 

     Templeton
Global Asset
Allocation Fund

Class 1:

  

Net assets, at value

   $ 37,618,558
      

Shares outstanding

     4,359,617
      

Net asset value and maximum offering price per share

   $ 8.63
      

Class 2:

  

Net assets, at value

   $ 48,351,179
      

Shares outstanding

     5,712,098
      

Net asset value and maximum offering price per share

   $ 8.46
      

Class 4:

  

Net assets, at value

   $ 3,023
      

Shares outstanding

     351
      

Net asset value and maximum offering price per share

   $ 8.61
      

 

The accompanying notes are an integral part of these financial statements.

 

TGA-18


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Templeton
Global Asset
Allocation Fund
 

Investment income:

  

Dividends: (net of foreign taxes of $198,320)

  

Unaffiliated issuers

   $ 2,487,794  

Sweep Money Fund (Note 7)

     41,491  

Interest (net of foreign taxes of $71,703)

     2,352,658  
        

Total investment income

     4,881,943  
        

Expenses:

  

Management fees (Note 3a)

     757,084  

Administrative fees (Note 3b)

     175,998  

Distribution fees: (Note 3c)

  

Class 2

     165,097  

Class 4

     12  

Unaffiliated transfer agent fees

     1,327  

Custodian fees (Note 4)

     49,181  

Reports to shareholders

     64,289  

Professional fees

     35,374  

Trustees’ fees and expenses

     611  

Other

     17,887  
        

Total expenses

     1,266,860  

Expense reductions (Note 4)

     (834 )

Expenses waived/paid by affiliates (Note 3e)

     (130,554 )
        

Net expenses

     1,135,472  
        

Net investment income

     3,746,471  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments

     2,242,530  

Foreign currency transactions

     1,128,804  
        

Net realized gain (loss)

     3,371,334  
        

Net change in unrealized appreciation (depreciation) on:

  

Investments

     (41,674,952 )

Translation of other assets and liabilities denominated in foreign currencies

     1,711,260  
        

Net change in unrealized appreciation (depreciation)

     (39,963,692 )
        

Net realized and unrealized gain (loss)

     (36,592,358 )
        

Net increase (decrease) in net assets resulting from operations

   $ (32,845,887 )
        

 

The accompanying notes are an integral part of these financial statements.

 

TGA-19


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Templeton Global Asset
Allocation Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 3,746,471     $ 5,763,683  

Net realized gain (loss) from investments, foreign currency transactions, and redemption in-kind (Note 10)

     3,371,334       74,984,268  

Net change in unrealized appreciation (depreciation) on investments and translation of other assets and liabilities denominated in foreign currencies

     (39,963,692 )     (53,184,712 )
        

Net increase (decrease) in net assets resulting from operations

     (32,845,887 )     27,563,239  
        

Distributions to shareholders from:

    

Net investment income and net foreign currency gains:

    

Class 1

     (5,575,011 )     (11,357,897 )

Class 2

     (7,025,343 )     (14,016,851 )

Class 4

     (492 )      

Net realized gains:

    

Class 1

     (6,781,816 )     (14,706,218 )

Class 2

     (8,788,767 )     (18,379,776 )

Class 4

     (599 )      
        

Total distributions to shareholders

     (28,172,028 )     (58,460,742 )
        

Capital share transactions: (Note 2)

    

Class 1

     756,427       (207,311,609 )

Class 2

     4,300,548       25,326,890  

Class 4

     5,000        
        

Total capital share transactions

     5,061,975       (181,984,719 )
        

Net increase (decrease) in net assets

     (55,955,940 )     (212,882,222 )

Net assets:

    

Beginning of year

     141,928,700       354,810,922  
        

End of year

   $ 85,972,760     $ 141,928,700  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 6,406,237     $ 12,217,627  
        

 

The accompanying notes are an integral part of these financial statements.

 

TGA-20


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Templeton Global Asset Allocation Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Templeton Global Asset Allocation (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. The Fund offers three classes of shares: Class 1, Class 2, and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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. Investments in open-end mutual funds are valued at the closing net asset value.

 

Government securities generally trade in the over-the-counter market rather than on a securities exchange. The Trust may utilize independent pricing services, quotations from bond dealers, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Trust’s pricing services may use valuation models or matrix pricing which considers information with respect to comparable bond and note transactions, quotations from bond dealers, or by reference to other securities that are considered comparable in such characteristics as rating, interest rate and maturity date, option adjusted spread models, prepayment projections, interest rate spreads and yield curves, to determine current value.

 

Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the Fund. The investment manager 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 Depository 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. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. At December 31, 2008, a portion of the securities held by the Fund were fair valued. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Foreign Currency Translation

 

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and

 

TGA-21


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Asset Allocation Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

b. Foreign Currency Translation (continued)

 

expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust’s Board of Trustees.

 

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. Foreign Currency Contracts

 

When the Fund purchases or sells foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The Fund may also enter into forward exchange contracts to hedge against fluctuations in foreign exchange rates or to gain exposure to certain foreign currencies. These contracts are valued daily by the Fund and the unrealized appreciation or depreciation on the contracts, as measured by the difference between the contractual forward foreign exchange rates and the forward rates at the reporting date, are included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities.

 

d. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

Foreign securities held by the Fund may be subject to foreign taxation on dividend and interest income received. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

e. Security Transactions, Investment Income, Expenses and Distributions

 

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividend income is recorded on the ex-dividend date except that

 

TGA-22


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Asset Allocation Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

e. Security Transactions, Investment Income, Expenses and Distributions (continued)

 

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.

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

Inflation-indexed bonds provide an inflation hedge through periodic increases or decreases in the security’s interest accruals and principal redemption value, by amounts corresponding to the current rate of inflation. Any such adjustments, including adjustments to principal redemption value, are recorded as interest income.

 

f. 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.

 

g. Guarantees and Indemnifications

 

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

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   55,105     $ 667,145     345,235     $ 6,915,166  

Shares issued in reinvestment of distributions

   1,123,348       12,356,827     1,796,286       26,064,115  

Shares redeemed in-kind (Note 10)

             (7,596,834 )     (177,462,049 )

Shares redeemed

   (1,111,660 )     (12,267,545 )   (2,857,358 )     (62,828,841 )
        

Net increase (decrease)

   66,793     $ 756,427     (8,312,671 )   $ (207,311,609 )
        

 

TGA-23


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Asset Allocation Fund

 

2. SHARES OF BENEFICIAL INTEREST (continued)

 

     Year Ended December 31,  
     2008a     2007  
Class 2 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   806,174     $ 9,220,122     547,052     $ 9,586,666  

Shares issued in reinvestment of distributions

   1,464,269       15,814,110     2,263,915       32,396,627  

Shares redeemed

   (1,971,137 )     (20,733,684 )   (985,730 )     (16,656,403 )
        

Net increase (decrease)

   299,306     $ 4,300,548     1,825,237     $ 25,326,890  
        
Class 4 Shares:                         

Shares sold

   351     $ 5,000      
                    

Net increase (decrease)

   351     $ 5,000      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Templeton Investment Counsel, LLC (Investment Counsel)

   Investment manager

Franklin Advisers, Inc. (Advisers)

   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 Investment Counsel based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets
0.650%   

Up to and including $200 million

0.585%   

Over $200 million, up to and including $1.3 billion

0.520%   

In excess of $1.3 billion

 

Under a subadvisory agreement, Advisers, an affiliate of Investment Counsel, provides subadvisory services to the Fund and receives from Investment Counsel fees based on the average daily net assets of the Fund.

 

b. Administrative Fees

 

The Fund pays an administrative fee to FT Services based on the Fund’s average 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

 

TGA-24


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Asset Allocation Fund

 

3. TRANSACTIONS WITH AFFILIATES (continued)

 

c. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.25% and 0.35% per year of its average daily net assets of Class 2 and Class 4, respectively.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

e. Waiver and Expense Reimbursements

 

FT Services and Investment Counsel have agreed in advance to waive all or a portion of their respective fees and to assume payment of other expenses through April 30, 2009. Total expenses waived or paid are not subject to reimbursement by the Fund subsequent to the Fund’s fiscal year end. After April 30, 2009, FT Services and Investment Counsel may discontinue this waiver at any time upon notice to the Fund’s Board of Trustees.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

5. INCOME TAXES

 

For tax purposes, realized capital losses and realized currency losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses and realized currency losses of $659,910 and $254,710, respectively.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from:

     

Ordinary income

   $ 13,669,367    $ 26,602,578

Long term capital gain

     14,502,661      31,858,164
      
   $ 28,172,028    $ 58,460,742
      

 

TGA-25


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Asset Allocation Fund

 

5. INCOME TAXES (continued)

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation), undistributed ordinary income and undistributed long term capital gains for income tax purposes were as follows:

 

Cost of investments

   $ 93,639,650  
        

Unrealized appreciation

   $ 6,656,547  

Unrealized depreciation

     (17,094,301 )
        

Net unrealized appreciation (depreciation)

   $ (10,437,754 )
        

Undistributed ordinary income

   $ 8,022,465  

Undistributed long term capital gains

     1,270,458  
        

Distributable earnings

   $ 9,292,923  
        

 

Net investment income (loss) differs for financial statement and tax purposes primarily due to differing treatments of foreign currency transactions, bond discounts and premiums, and inflation related adjustments on foreign securities.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of foreign currency transactions and bond discounts and premiums.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $22,303,500 and $29,060,749, respectively.

 

7. INVESTMENTS IN FRANKLIN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO

 

The Fund may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Advisers. Management fees paid by the Fund are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund.

 

8. FORWARD EXCHANGE CONTRACTS

 

At December 31, 2008, the Fund had the following forward exchange contracts outstanding:

 

      Contract
Amount
a
    Settlement
Date
   Unrealized
Appreciation
   Unrealized
Depreciation
 
Contracts to Buy           
127,176,500   

Kazakhstani Tenge

   991,630     1/16/09    $ 45,427    $  
243,250,000   

Kazakhstani Tenge

   1,900,391     1/20/09      76,101       
145,000,000   

South Korean Won

   121,441  CHF   1/30/09      1,407       
81,000,000   

Indian Rupee

   2,625,063  NZD   2/27/09      134,373       
250,565,000   

Japanese Yen

   2,104,881  EUR   6/10/09           (158,407 )
1,685,000   

Malaysian Ringgit

   333,465  EUR   7/07/09      23,569       
44,640,800   

Japanese Yen

   286,496  EUR   8/21/09      96,368       
22,139,600   

Japanese Yen

   141,957  EUR   8/26/09      48,020       
3,000,000   

Swedish Krona

   311,912  EUR   9/23/09           (48,940 )
156,783,181   

Japanese Yen

   1,201,956  EUR   10/15/09      69,821       
205,268   

Chinese Yuan

   29,676     10/23/09           (341 )
351,200   

Chinese Yuan

   50,502     10/26/09           (308 )
213,420   

Chinese Yuan

   30,467     10/27/09      36       
220,000   

Chinese Yuan

   30,096     12/04/09      1,374       

 

TGA-26


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Asset Allocation Fund

 

8. FORWARD EXCHANGE CONTRACTS (continued)

 

      Contract
Amount
a
    Settlement
Date
   Unrealized
Appreciation
   Unrealized
Depreciation
 
Contracts to Buy (continued)                       
277,000   

Chinese Yuan

   30,076  EUR   12/04/09    $    $ (2,174 )
15,131,805   

Mexican Peso

   1,068,819     12/22/09           (40,469 )
6,284,207   

Mexican Peso

   445,341     12/23/09           (18,317 )
10,076,041   

Mexican Peso

   712,546     12/24/09           (27,936 )
Contracts to Sell                       
8,900,000   

Mexican Peso

   2,252,768  PEN   1/20/09      71,886       
5,650,000,000   

South Korean Won

   6,432,369  CHF   1/30/09      1,538,068       
642,600   

Euro

   76,495,104  JPY   6/10/09           (48,360 )
4,002,526   

Mexican Peso

   181,050,238  CLP   6/12/09           (2,544 )
3,500,000   

Mexican Peso

   328,022     7/29/09      85,454       
704,603   

New Zealand Dollar

   4,745,710,835  IDR   8/04/09      908       
Unrealized appreciation (depreciation) on offsetting forward exchange contracts      35,607       
                
Unrealized appreciation (depreciation) on forward exchange contracts      2,228,419      (347,796 )
                
Net unrealized appreciation (depreciation) on forward exchange contracts    $ 1,880,623   
                 

 

aIn

U.S. dollars unless otherwise indicated.

 

See Abbreviations on page TGA-29.

 

9. 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.

 

10. REDEMPTION IN-KIND

 

During the year ended December 31, 2007, the Fund realized $51,446,118 of net gains resulting from a redemption in-kind in which a shareholder redeemed fund shares for securities held by the Fund rather than for cash. Because such gains are not taxable to the Fund, and are not distributed to remaining shareholders, they have been reclassified from accumulated net realized gains to paid-in capital.

 

11. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

 

TGA-27


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Asset Allocation Fund

 

   

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

   

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets and liabilities carried at fair value:

 

     Level 1    Level 2    Level 3    Total

Assets:

           

Investments in Securities

   $ 47,698,285    $ 35,503,611    $   —    $ 83,201,896

Other Financial Instrumentsa

          2,228,419           2,228,419

Liabilities:

           

Other Financial Instrumentsa

          347,796           347,796

 

a

Other financial instruments includes net unrealized appreciation (depreciation) of forward exchange contracts.

 

12. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

13. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

TGA-28


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Asset Allocation Fund

 

ABBREVIATIONS

 

Currency    Selected Portfolio

AUD - Australian Dollar

BRL - Brazilian Real

CHF - Swiss Franc

CLP - Chilean Peso

EGP - Egyptian Pound

EUR - Euro

IDR - Indonesian Rupiah

JPY - Japanese Yen

KRW - South Korean Won

MXN - Mexican Peso

MYR - Malaysian Ringgit

NOK - Norwegian Krone

NZD - New Zealand Dollar

PEN - Peruvian Neuvo Sol

PLN - Polish Zloty

SEK - Swedish Krona

  

ADR - American Depository Receipt

FRN - Floating Rate Note

 

TGA-29


Franklin Templeton Variable Insurance Products Trust

 

Templeton Global Asset Allocation Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Templeton Global Asset Allocation Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

TGA-30


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Templeton Global Asset Allocation Fund

 

Under Section 852(b)(3)(C) of the Internal Revenue Code (Code), the Fund designates the maximum amount allowable but no less than $14,502,660 as a long term capital gain dividend for the fiscal year ended December 31, 2008.

 

Under Section 854(b)(2) of the Code, the Fund designates 2.67% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended December 31, 2008.

 

At December 31, 2008, more than 50% of the Fund’s total assets were invested in securities of foreign issuers. In most instances, foreign taxes were withheld from income paid to the Fund on these investments. The Fund elects to treat foreign taxes paid as allowed under Section 853 of the Code. This election will allow shareholders of record as of the 2009 distribution date, to treat their proportionate share of foreign taxes paid by the Fund as having been paid directly by them. The shareholder shall consider these amounts as foreign taxes paid in the tax year in which they receive the Fund distribution.

 

TGA-31


TEMPLETON GLOBAL INCOME SECURITIES FUND

 

This annual report for Templeton Global Income Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   +6.16%    +8.35%    +8.41%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was +0.26%.

 

Total Return Index Comparison

for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the J.P. Morgan (JPM) Government Bond Index (GBI) Global and the Consumer Price Index (CPI). One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Templeton Global Income Securities Fund – Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

TGI-1


 

Fund Goal and Main Investments: Templeton Global Income Securities Fund seeks high current income, consistent with preservation of capital, with capital appreciation as a secondary consideration. The Fund normally invests mainly in debt securities of governments and their political subdivisions and agencies, supranational organizations and companies located anywhere in the world, including emerging markets.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund underperformed its benchmark, the JPM GBI Global, which had a +12.00% total return in U.S. dollar terms for the year under review.1

 

Economic and Market Overview

 

The year was tumultuous for global economies and financial markets. High commodity prices and inflationary pressures during the first half of 2008 gave way to a worldwide recession with declining economic activity, inflation and interest rates. A multifaceted, international response to the financial crisis tried to limit the damage to the global economy. For example, Japan cut interest rates 40 basis points (bps; 100 bps equal one percentage point), Europe 150 bps and the U.S. 400 bps during the period. This situation benefited long duration, developed government bonds. Additionally, a flight to quality favored a small group of developed country government bonds and currencies as investors indiscriminately sought to reduce risk.

 

In the U.S., the economy was already contracting in the third quarter before the global economic slump in the fourth quarter. Nearly all economic data indicated weakness with employment, housing prices, expectations and eventually inflation pointing toward a severe recession. Futhermore, consumer spending dropped sharply and exports decelerated. In response, the Federal Reserve Board adopted a range for the federal funds target rate of 0% to 0.25% and stood ready to “employ all available tools” to promote economic growth and preserve price stability. Additionally, a large fiscal stimulus plan was in process. In Latin America, several governments also planned to cushion their economic slowdowns with increased government spending. In many of these countries, however, the downturn did not occur until late in the year and inflation remained elevated. Thus, other counter-cyclical policies,

 

1. Source: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

Fund Risks: Because the Fund invests in bonds and other debt obligations, its share price and yield will be affected by interest rate movements. Bond prices generally move in the opposite direction of interest rates. Thus, as prices of bonds in the Fund adjust to a rise in interest rates, the Fund’s share price may decline. High yield, lower-rated (junk) bonds generally have greater price swings and higher default risks than investment-grade bonds. Foreign investing, especially in emerging markets, involves additional risks, including currency fluctuations, economic instability, market volatility, and political and social instability. The Fund’s prospectus also includes a description of the main investment risks.

 

What is duration?

Duration is a measure of a bond’s price sensitivity to interest rate changes. In general, a portfolio of securities with a lower duration can be expected to be less sensitive to interest rate changes than a portfolio with a higher duration.

 

TGI-2


including monetary easing, had not been enacted at year-end. Further complicating the counter-cyclical effort, several commodity exporting countries’ government revenues seemed likely to fall due to significantly lower commodity prices.

 

Within much of developed Europe, the situation was similar to that of the U.S. The eurozone economy entered into a recession in the third quarter. Fourth quarter economic indicators suggested a significant deepening of the recession. After inflation rose above 4.0% in the summer, twice the level the European Central Bank (ECB) defines as consistent with price stability, lower energy prices reduced inflation to 1.6% in December.2 The ECB’s policy response remained two-pronged, including an unprecedented and unlimited liquidity expansion to the banking system, and the beginning of interest rate reductions. However, the fiscal response was small and poorly coordinated. Central and eastern European economies were some of the most severely affected. Following several years of rapid expansion, fueled by credit extension from European banks, many countries’ imbalances were revealed. Countries such as Hungary, Ukraine and Latvia had to ask the International Monetary Fund for support.

 

Asia’s economic growth slowed primarily due to weaker exports. However, Asian economic growth did not fall as sharply as in the U.S. or Europe. Additionally, Asia’s current accounts remained relatively stable and actually improved for some net commodity importers such as South Korea. Asian countries largely did not face balance of payment pressure during the year. Furthermore, with substantial international reserves and favorable conditions from official financing sources, most had some ability to cushion the external shock. Authorities sought to take advantage of this flexibility through monetary and fiscal easing. Notably, China’s State Council announced a four trillion yuan fiscal stimulus package, which amounted to about 12.0% of projected 2009 GDP.3 The Asian banking sector seemed likely to come under some stress as economies slow. However, the banking system remained fairly stable as banks have deleveraged since the 1997 crisis and authorities appeared willing and capable of stabilizing the banking sector given their previous experience.

 

Investment Strategy

 

We allocate the Fund’s assets among issuers, geographic regions, and currencies based upon our assessment of relative interest rates among

 

2. Source: European Central Bank.

3. Source: International Monetary Fund.

What is a current account?

A current account is that part of the balance of payments where all of one country’s international transactions in goods and services are recorded.

 

What is balance of payments?

Balance of payments is a record of all of a country’s exports and imports of goods and services, borrowing and lending with the rest of the world during a particular time period. It helps a country evaluate its competitive strengths and weaknesses and forecast the strength of its currency.

 

TGI-3


currencies, our outlook for changes in interest rates and currencies, and credit risks. In considering these factors, we may evaluate a country’s changing market, economic and political conditions, such as inflation rate, growth prospects, global trade patterns and government policies. We seek to manage the Fund’s exposure to various currencies and may utilize forward currency exchange contracts.

 

Manager’s Discussion

 

In 2008, the global economy and financial system were hit by multiple shocks, which resulted in significant market turbulence. Given this backdrop, the Fund provided positive results largely due to diversification and our actively managed fundamental investment strategy. The Fund’s total return was influenced by various factors, including interest rate developments, currency movements and exposure to sovereign debt markets.

 

Interest Rate Strategy

 

For much of the year, a disconnect existed between interest rates charged by the market and many countries’ underlying fundamentals. The flight to quality into developed market government bonds and developing economies’ commodity-driven inflationary pressures led markets to price in decoupling of global growth we believed was unrealistic where interest rates would stay high outside the largest developed economies. However, toward year-end, interest rate cuts began to be priced in around the globe, leading to strong returns for the Fund’s New Zealand, Australian, South Korean and Mexican duration exposures. Duration exposure contributed significantly to absolute performance due to these select positions. However, on a relative basis, the Fund’s diversified exposures underperformed the more concentrated benchmark due to the strong rally in U.S., British and Japanese Treasury bonds. The Fund continued to see value in bonds outside of these three core economies due to higher relative yields.

 

Currency Strategy

 

The Fund’s diverse currency exposure produced mixed results despite its ongoing commitment to holding only currencies of economies with strong underlying fundamentals. For example, the Fund attempted to capitalize on accelerating worldwide deleveraging by investing in the Japanese yen and Swiss franc, which were low-yielding currencies from countries with external surpluses. These currencies benefited from local investors’ repatriation of international investments as risk aversion rose. The currencies of these countries, who are net creditors, became safe

 

Currency Breakdown

Templeton Global Income Securities Fund 12/31/08

 

      % of Total
Net Assets

Asia Pacific

   75.2%

Japanese Yen

   24.8%

Malaysian Ringgit

   16.0%

Indonesian Rupiah

   10.0%

Chinese Yuan

   8.7%

Vietnamese Dong

   4.8%

South Korean Won

   3.6%

Taiwanese Dollar

   3.1%

Kazakhstani Tenge

   1.5%

Indian Rupee

   1.2%

Australian Dollar

   0.9%

Singapore Dollar

   0.5%

New Zealand Dollar

   0.1%

Americas

   37.6%

U.S. Dollar

   30.3%

Brazilian Real

   2.3%

Peruvian Nuevo Sol

   2.2%

Mexican Peso

   2.1%

Chilean Peso

   0.7%

Middle East & Africa

   5.4%

Egyptian Pound

   5.4%

Europe

   -18.2%

Swedish Krona

   8.8%

Swiss Franc

   7.9%

Russian Ruble

   5.7%

Polish Zloty

   2.6%

Norwegian Krone

   2.4%

Czech Koruna

   0.8%

Romania Leu*

   -0.8%

British Pound Sterling*

   -2.6%

Euro*

   -43.0%

 

*Romania leu = -0.8%, British pound sterling = -2.6%, and euro = -43.0% due to forward exchange contracts.

 

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments.

 

TGI-4


havens within the turmoil. Additionally, the Fund’s underweighted exposure to the euro benefited relative performance as the credit crunch became a significant global problem leading to difficulties for the leveraged European economy and lower interest rates from the ECB. Although the Fund correctly identified the euro as overvalued at close to its all-time high, several other currency exposures hurt relative performance as extreme risk aversion led to some currencies trading out of line with their relative fundamentals. The Brazilian real, Indonesian rupiah and Malaysian ringgit depreciated against the U.S. dollar during the year despite those countries’ strong relative economic growth and trade surpluses.

 

Global Sovereign Debt Strategy

 

The Fund maintained limited exposure to U.S.-dollar denominated sovereign credit during the year because of what we considered unattractive valuations. However, the sell-off in some bond markets due to forced selling by hedge funds and deleveraging by the sell-side broker community pushed down valuations past levels we viewed as consistent with medium-term valuations. This indiscriminate risk reduction allowed us an opportunity to add to our sovereign bond positions at what were to us attractive, depressed levels. It is worth highlighting the substantial improvement in sovereign credit fundamentals compared with prior episodes of volatility. Importantly, many governments’ external debt burdens during the period were lower than in the 1990s. Although some countries may likely experience crises, we believed the indiscriminate sell-off of risky assets created select opportunities where markets may have overpriced sovereign default risk.

 

Thank you for your participation in Templeton Global Income Securities Fund. We look forward to serving your future investment needs.

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

LOGO

 

*The Fund’s EMU investments were in Austria, France, Germany and the Netherlands.

**The Fund’s supranational investments were denominated in the Japanese yen, Mexican peso, New Zealand dollar, Norwegian krone and Polish zloty.

 

TGI-5


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown below would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Templeton Global Income Securities Fund – Class 4

 

TGI-6


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s 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 “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4    Beginning
Account
Value 7/1/08
   Ending
Account
Value 12/31/08
   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 1,048.90    $ 4.84

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,020.41    $ 4.77

 

*Expenses are calculated using the most recent six-month annualized expense ratio for the Fund’s Class 4 shares (0.94%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

TGI-7


 

SUPPLEMENT DATED OCTOBER 8, 2008

TO THE PROSPECTUS DATED MAY 1, 2008

TEMPLETON GLOBAL INCOME SECURITIES FUND

A SERIES OF FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST

 

Effective May 1, 2009, Templeton Global Income Securities Fund will change its name to “Templeton Global Bond Securities Fund” and adopt a fund policy that, under normal market conditions, the Fund will invest at least 80% of its net assets in bonds and give shareholders at least 60 days’ advance notice of any change to the policy. “Bonds” will include debt securities of any maturity, such as bonds, notes, bills and debentures.

 

 

Please keep this supplement for future reference.

 

TGI-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Templeton Global Income Securities Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 17.00     $ 15.73     $ 14.36     $ 15.80     $ 15.54  
        

Income from investment operationsa:

          

Net investment incomeb

     0.80       0.77       0.61       0.57       0.66  

Net realized and unrealized gains (losses)

     0.27       0.97       1.24       (1.03 )     1.37  
        

Total from investment operations

     1.07       1.74       1.85       (0.46 )     2.03  
        

Less distributions from net investment income and net foreign currency gains

     (0.65 )     (0.47 )     (0.48 )     (0.98 )     (1.77 )
        

Redemption fees

     c     c     c     c      
        

Net asset value, end of year

   $ 17.42     $ 17.00     $ 15.73     $ 14.36     $ 15.80  
        

Total returnd

     6.46%       11.27%       13.14%       (2.91)%       15.09%  

Ratios to average net assets

          

Expenses before expense reduction

     0.58%       0.64%       0.80%       0.78%       0.79%  

Expenses net of expense reduction

     0.58%       0.64%       0.72%       0.74%       0.78%  

Net investment income

     4.66%       4.70%       4.09%       3.81%       4.40%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 220,588     $ 137,700     $ 75,843     $ 53,115     $ 49,845  

Portfolio turnover rate

     28.46%       47.33%       30.65%       30.28%       37.39%  

 

 

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.

cAmount rounds to less than $0.01 per share.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

 

The accompanying notes are an integral part of these financial statements.

 

TGI-9


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Templeton Global Income Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 16.72     $ 15.50     $ 14.19     $ 15.64     $ 15.42  
        

Income from investment operationsa:

          

Net investment incomeb

     0.74       0.72       0.57       0.52       0.60  

Net realized and unrealized gains (losses)

     0.27       0.96       1.21       (1.00 )     1.36  
        

Total from investment operations

     1.01       1.68       1.78       (0.48 )     1.96  
        

Less distributions from net investment income and net foreign currency gains

     (0.63 )     (0.46 )     (0.47 )     (0.97 )     (1.74 )
        

Redemption fees

     c     c     c     c      
        

Net asset value, end of year

   $ 17.10     $ 16.72     $ 15.50     $ 14.19     $ 15.64  
        

Total returnd

     6.21%       11.00%       12.77%       (3.08)%       14.74%  

Ratios to average net assets

          

Expenses before expense reduction

     0.83%       0.89%       1.05%       1.03%       1.04%  

Expenses net of expense reduction

     0.83%       0.89%       0.97%       0.99%       1.03%  

Net investment income

     4.41%       4.45%       3.84%       3.56%       4.15%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 793,881     $ 480,649     $ 205,768     $ 61,255     $ 19,779  

Portfolio turnover rate

     28.46%       47.33%       30.65%       30.28%       37.39%  

 

 

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.

cAmount rounds to less than $0.01 per share.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

 

The accompanying notes are an integral part of these financial statements.

 

TGI-10


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Templeton Global Income Securities Fund

 

     Year Ended December 31,  
Class 3    2008     2007     2006     2005a  
        

Per share operating performance

        

(for a share outstanding throughout the year)

        

Net asset value, beginning of year

   $ 16.70     $ 15.49     $ 14.18     $ 15.27  
        

Income from investment operationsb:

        

Net investment incomec

     0.74       0.72       0.58       0.38  

Net realized and unrealized gains (losses)

     0.27       0.95       1.21       (0.50 )
        

Total from investment operations

     1.01       1.67       1.79       (0.12 )
        

Less distributions from net investment income and net foreign currency gains

     (0.63 )     (0.46 )     (0.48 )     (0.97 )
        

Redemption feesd

                        
        

Net asset value, end of year

   $ 17.08     $ 16.70     $ 15.49     $ 14.18  
        

Total returne

     6.21%       11.03%       12.84%       (0.80)%  

Ratios to average net assetsf

        

Expenses before expense reduction

     0.83%       0.89%       1.05%       1.03%  

Expenses net of expense reduction

     0.83%       0.89%       0.97%       0.99%  

Net investment income

     4.41%       4.45%       3.84%       3.56%  

Supplemental data

        

Net assets, end of year (000’s)

   $ 128,155     $ 91,162     $ 35,572     $ 5,769  

Portfolio turnover rate

     28.46%       47.33%       30.65%       30.28%  

 

 

aFor the period April 1, 2005 (effective date) to December 31, 2005.

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.

dAmount rounds to less than $0.01 per share.

eTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total return is not annualized for periods less than one year.

fRatios are annualized for periods less than one year.

 

The accompanying notes are an integral part of these financial statements.

 

TGI-11


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Templeton Global Income Securities Fund

 

Class 4    Period Ended
December 31,
2008
a
 

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 18.00  
        

Income from investment operationsb:

  

Net investment incomec

     0.66  

Net realized and unrealized gains (losses)

     (0.64 )
        

Total from investment operations

     0.02  
        

Less distributions from net investment income and net foreign currency gains

     (0.65 )
        

Redemption feesd

      
        

Net asset value, end of period

   $ 17.37  
        

Total returne

     0.26%  

Ratios to average net assetsf

  

Expensesg

     0.93%  

Net investment income

     4.31%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 43,069  

Portfolio turnover rate

     28.46%  

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dAmount rounds to less than $0.01 per share.

eTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

 

The accompanying notes are an integral part of these financial statements.

 

TGI-12


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Templeton Global Income Securities Fund    Principal
Amount
a
    Value

Government and Agency Securities 78.5%

    

Argentina 2.4%

    

b,cGovernment of Argentina, senior bond, FRN, 3.127%, 8/03/12

   107,485,000     $ 28,538,394
        

Australia 6.2%

    

New South Wales Treasury Corp.,
6.00%, 5/01/12

   13,180,000   AUD     9,735,403

senior note, 5.50%, 3/01/17

   32,225,000   AUD     23,825,946

Queensland Treasury Corp.,
09G, 6.00%, 7/14/09

   3,195,000   AUD     2,292,190

13, 6.00%, 8/14/13

   6,580,000   AUD     4,897,876

17, 6.00%, 9/14/17

   13,160,000   AUD     10,075,134

d144A, 7.125%, 9/18/17

   33,340,000   NZD     22,937,524
        
       73,764,073
        

Austria 3.3%

    

dGovernment of Austria, senior bond, 144A, 5.00%, 7/15/12

   400,000   EUR     595,828

Oesterreichische Kontrollbank AG, senior bond, 2.75%, 6/14/11

   40,000,000   CHF     38,993,127
        
       39,588,955
        

Brazil 2.4%

    

Nota Do Tesouro Nacional,
9.762%, 1/01/12

   20,470 e BRL     8,320,814

9.762%, 1/01/14

   7,100 e BRL     2,754,746

9.762%, 1/01/17

   22,490 e BRL     8,377,863

fIndex Linked, 6.00%, 5/15/15

   2,750 e BRL     1,908,123

fIndex Linked, 6.00%, 5/15/45

   10,825 e BRL     7,092,029
        
       28,453,575
        

Canada 3.0%

    

Province of Manitoba, 6.375%, 9/01/15

   37,805,000   NZD     23,416,895

Province of Ontario, 6.25%, 6/16/15

   19,125,000   NZD     11,622,565
        
       35,039,460
        

France 3.7%

    

Government of France,
4.00%, 10/25/09

   195,000   EUR     277,462

4.25%, 10/25/17

   27,650,000   EUR     41,357,034

4.25%, 4/25/19

   1,520,000   EUR     2,270,809
        
            43,905,305
        

Germany 0.8%

    

Landwirtschaftliche Rentenbank, senior note, 8.50%, 2/22/16

   137,707,000   MXN     9,870,424
        

Hungary 0.7%

    

Government of Hungary,
4.375%, 7/04/17

   1,225,000   EUR     1,391,232

5.75%, 6/11/18

   5,365,000   EUR     6,642,314
        
       8,033,546
        

Indonesia 9.6%

    

Government of Indonesia,

    

FR20, 14.275%, 12/15/13

   14,267,000,000   IDR     1,426,700

FR31, 11.00%, 11/15/20

   167,351,000,000   IDR     14,278,571

FR34, 12.80%, 6/15/21

   207,810,000,000   IDR     19,827,734

FR35, 12.90%, 6/15/22

   66,582,000,000   IDR     6,398,590

FR36, 11.50%, 9/15/19

   30,075,000,000   IDR     2,655,707

 

TGI-13


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Global Income Securities Fund    Principal
Amount
a
    Value

Government and Agency Securities (continued)

    

Indonesia (continued)

    

Government of Indonesia, (continued)

    

FR37, 12.00%, 9/15/26

   8,230,000,000   IDR   $ 741,832

FR39, 11.75%, 8/15/23

   5,491,000,000   IDR     488,648

FR40, 11.00%, 9/15/25

   61,856,000,000   IDR     5,192,502

FR42, 10.25%, 7/15/27

   88,574,000,000   IDR     6,988,409

FR43, 10.25%, 7/15/22

   68,340,000,000   IDR     5,486,007

FR44, 10.00%, 9/15/24

   4,454,000,000   IDR     346,309

FR46, 9.50%, 7/15/23

   226,780,000,000   IDR     17,008,500

FR47, 10.00%, 2/15/28

   61,737,000,000   IDR     4,757,713

FR48, 9.00%, 9/15/18

   16,920,000,000   IDR     1,280,643

FR49, 9.00%, 9/15/13

   53,560,000,000   IDR     4,434,672

dsenior bond,144A, 6.875%, 1/17/18

   1,690,000       1,378,979

dsenior bond, 144A, 8.50%, 10/12/35

   2,924,000       2,459,300

dsenior bond, 144A, 6.625%, 2/17/37

   1,710,000       1,290,594

dsenior bond, 144A, 7.75%, 1/17/38

   3,630,000       3,062,813

gsenior bond, Reg S, 6.875%, 1/17/18

   3,395,000       2,770,198

gsenior bond, Reg S, 8.50%, 10/12/35

   6,195,000       5,210,453

gsenior bond, Reg S, 6.625%, 2/17/37

   530,000       400,009

gsenior bond, Reg S, 7.75%, 1/17/38

   7,350,000       6,201,562
        
          114,086,445
        

Iraq 0.1%

    

gGovernment of Iraq, Reg S, 5.80%, 1/15/28

   2,415,000       1,029,394
        

Malaysia 4.7%

    

Government of Malaysia,
3.869%, 4/13/10

   1,690,000   MYR     495,003

3.756%, 4/28/11

   106,560,000   MYR     31,394,135

3.833%, 9/28/11

   3,660,000   MYR     1,082,653

3.461%, 7/31/13

   12,600,000   MYR     3,714,677

3.814%, 2/15/17

   18,885,000   MYR     5,654,210

4.24%, 2/07/18

   44,360,000   MYR     13,826,007
        
       56,166,685
        

Mexico 9.3%

    

Government of Mexico,
9.00%, 12/20/12

   265,000 h MXN     2,024,497

8.00%, 12/19/13

   794,500 h MXN     5,841,588

8.00%, 12/17/15

   726,000 h MXN     5,317,030

7.25%, 12/15/16

   250,000 h MXN     1,750,456

10.00%, 12/05/24

   7,082,800 h MXN     59,451,107

10.00%, 11/20/36

   365,000 h MXN     3,146,575

d144A, 7.50%, 3/08/10

   450,000   EUR     646,539

M 10, 7.75%, 12/14/17

   4,473,000 h MXN     32,206,772
        
       110,384,564
        

Netherlands 1.6%

    

Government of the Netherlands, 4.50%, 7/15/17

   12,280,000   EUR     18,445,737
        

New Zealand 0.1%

    

Government of New Zealand, 7.00%, 7/15/09

   2,435,000   NZD     1,445,878
        

Norway 2.0%

    

Government of Norway,
5.50%, 5/15/09

   76,360,000   NOK     11,086,437

 

TGI-14


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Global Income Securities Fund    Principal
Amount
a
    Value

Government and Agency Securities (continued)

    

Norway (continued)

    

Government of Norway, (continued)
6.00%, 5/16/11

   29,300,000  NOK   $ 4,547,454

6.50%, 5/15/13

   49,400,000  NOK     8,067,894
        
       23,701,785
        

Peru 0.3%

    

Government of Peru,
7.84%, 8/12/20

   4,945,000  PEN     1,615,439

7, 8.60%, 8/12/17

   6,185,000  PEN     2,112,041
        
       3,727,480
        

Philippines 0.0%i

    

gGovernment of the Philippines, Reg S, 9.125%, 2/22/10

   330,000  EUR     466,630
        

Poland 1.6%

    

Government of Poland,
6.00%, 5/24/09

   4,045,000  PLN     1,364,583

5.75%, 9/23/22

   48,750,000  PLN     17,026,501
        
       18,391,084
        

Russia 5.2%

    

Government of Russia,
d144A, 7.50%, 3/31/30

   40,172,160       35,552,362

gsenior bond, Reg S, 7.50%, 3/31/30

   29,248,100       25,774,888
        
            61,327,250
        

South Africa 0.6%

    

Government of South Africa,
5.25%, 5/16/13

   3,590,000  EUR     4,426,997

4.50%, 4/05/16

   1,874,000  EUR     2,024,526

senior note, 6.50%, 6/02/14

   805,000       768,725

senior note, 5.875%, 5/30/22

   100,000       82,750
        
       7,302,998
        

South Korea 8.2%

    

Korea Deposit Insurance Corp.,
07-1, 5.57%, 9/14/12

   6,600,000,000  KRW     5,403,500

08-1, 5.28%, 2/15/13

   880,000,000  KRW     702,964

Korea Treasury Bond,
0500-1609, 5.00%, 9/10/16

   2,806,000,000  KRW     2,314,910

0525-1209, 5.25%, 9/10/12

   28,539,000,000  KRW     23,584,159

0525-2703, 5.25%, 3/10/27

   16,857,900,000  KRW     14,273,823

0550-1709, 5.50%, 9/10/17

   59,230,600,000  KRW     50,651,373
        
       96,930,729
        

jSupranational 4.3%

    

European Bank For Reconstruction & Development, senior note, 5.10%, 6/12/09

   40,000,000  PLN     13,565,763

European Investment Bank, senior note,
4.50%, 5/15/13

   33,700,000  NOK     5,050,662

1612/37, 6.50%, 9/10/14

   7,850,000  NZD     4,978,851

bFRN, 0.723%, 9/21/11

   1,170,000,000  JPY     12,673,354

Inter-American Development Bank,
1.90%, 7/08/09

   175,000,000  JPY     1,939,089

6.00%, 12/15/17

   575,000  NZD     357,375

senior note, 7.50%, 12/05/24

   200,000,000  MXN     12,468,100
        
       51,033,194
        

 

TGI-15


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Global Income Securities Fund    Principal
Amount
a
    Value

Government and Agency Securities (continued)

    

Sweden 4.5%

    

Government of Sweden,
5.00%, 1/28/09

   247,720,000  SEK   $ 31,743,897

4.00%, 12/01/09

   163,000,000  SEK     21,368,760
        
       53,112,657
        

United States and U.S. Territories 3.0%

    

Alabama Public Housing Authorities Capital Program Revenue, Series B, FSA Insured, 4.45%, 1/01/24

   680,000       614,074

Bay Area Toll Authority Toll Bridge Revenue, San Francisco Bay Area, Refunding, Series F1, 5.50%, 4/01/43

   2,810,000       2,754,531

Bexar County Hospital District GO, Certificates of Obligation, 5.00%, 2/15/32

   1,615,000       1,494,586

Bexar County Revenue, Venue Project, Refunding, Series A, BHAC Insured, 5.25%, 8/15/47

   1,450,000       1,307,088

California State GO, Refunding,
5.125%, 4/01/33

   4,725,000       4,187,673

5.00%, 4/01/38

   1,985,000       1,684,570

Florida State Hurricane Catastrophe Fund Finance Corp. Revenue, Series A, 4.25%, 7/01/14

   4,545,000       4,391,742

Hamilton County Sales Tax Revenue, Refunding, Sub Series A, FSA Insured, 5.00%, 12/01/32

   3,650,000       3,261,421

Illinois Municipal Electricity Agency Power Supply Revenue, Series A, BHAC Insured, 5.00%, 2/01/35

   2,155,000       2,026,476

Metropolitan Atlanta Rapid Transit Authority Sales Tax Revenue, Refunding, Third Indenture Series A, FGIC Insured, 5.00%, 7/01/19

   1,500,000       1,638,195

Minneapolis Health Care System Revenue, Fairview Health Services, Series B, Assured Guaranty, 6.50%, 11/15/38

   1,790,000       1,789,803

New Jersey State Transportation Trust Fund Authority Revenue, Transportation System, Series A, Assured Guaranty, 5.50%, 12/15/38

   3,015,000       2,975,654

New York City GO, Series L, Sub Series L-1, 5.00%, 4/01/26

   700,000       642,537

North Carolina Eastern Municipal Power Agency Power System Revenue, Refunding, Series A, Assured Guaranty, 5.25%, 1/01/19

   2,400,000       2,339,064

Puerto Rico Commonwealth GO, Public Improvement, Refunding, Series A, MBIA Insured, 5.50%, 7/01/21

   875,000       769,562

Seattle Water System Revenue, BHAC Insured, 5.00%, 9/01/34

   1,860,000       1,787,144

Tarrant County Cultural Education Facilities Finance Corp. Revenue, Christus Health, Refunding, Series A, Assured Guaranty, 6.25%, 7/01/28

   1,500,000       1,480,050

Wisconsin State GO, Series A, FGIC Insured, 5.00%, 5/01/21

   500,000       515,725
        
       35,659,895
        

Venezuela 0.9%

    

Government of Venezuela,
10.75%, 9/19/13

   5,365,000       3,540,900

gsenior bond, Reg S, 5.375%, 8/07/10

   9,235,000       7,249,937
        
       10,790,837
        

Total Government and Agency Securities (Cost $1,045,347,114)

          931,196,974
        

Short Term Investments 7.3%

    

Government and Agency Securities (Cost $64,302,771) 5.3%

    

Egypt 5.3%

    

kEgypt Treasury Bills, 1/13/09 - 9/22/09

   361,700,000  EGP     62,687,173
        

Total Investments before Repurchase Agreements (Cost $1,109,649,885)

       993,884,147
        

 

TGI-16


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Global Income Securities Fund    Principal
Amount
a
     Value

Short Term Investments (continued)

       

United States 2.0%

       

Repurchase Agreements (Cost $23,833,671) 2.0%

       

lJoint Repurchase Agreement, 0.019%, 1/02/09 (Maturity Value $23,833,697)

   23,833,671      $ 23,833,671

Banc of America Securities LLC (Maturity Value $3,678,493)

       

Barclays Capital Inc. (Maturity Value $3,503,553)

       

BNP Paribas Securities Corp. (Maturity Value $4,671,405)

       

Credit Suisse Securities (USA) LLC (Maturity Value $4,671,405)

       

Deutsche Bank Securities Inc. (Maturity Value $2,695,829)

       

HSBC Securities (USA) Inc. (Maturity Value $3,503,553)

       

UBS Securities LLC (Maturity Value $1,109,459)

       

Collateralized by U.S. Government Agency Securities, 3.50% - 7.00%, 6/15/09 - 5/20/22;
kU.S. Government Agency Discount Notes, 1/05/09 - 10/19/09;
kU.S. Treasury Bills, 1/15/09; and U.S. Treasury Notes, 0.875% - 4.625%, 7/15/09 - 2/28/11

       
           

Total Investments (Cost $1,133,483,556) 85.8%

          1,017,717,818

Net Unrealized Appreciation on Forward Exchange Contracts 8.9%

          105,221,728

Other Assets, less Liabilities 5.3%

          62,753,151
           

Net Assets 100.0%

        $ 1,185,692,697
           

 

See Abbreviations on page TGI-35.

 

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

bThe coupon rate shown represents the rate at period end.

cThe principal amount is stated in original face, and scheduled paydowns are reflected in the market price on ex-date.

dSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust’s Board of Trustees. At December 31, 2008, the aggregate value of these securities was $67,923,939, representing 5.73% of net assets.

ePrincipal amount is stated in 1,000 Brazilian Real Units.

fRedemption price at maturity is adjusted for inflation. See Note 1(g).

gSecurity was purchased pursuant to Regulation S under the Securities Act of 1933, which exempts from registration securities offered and sold outside of the United States. Such a security cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. These securities have been deemed liquid under guidelines approved by the Trust’s Board of Trustees. At December 31, 2008, the aggregate value of these securities was $49,103,071, representing 4.14% of net assets.

hPrincipal amount is stated in 100 Mexican Peso Units.

iRounds to less than 0.1% of net assets.

jA supranational organization is an entity formed by two or more central governments through international treaties.

kThe security is traded on a discount basis with no stated coupon rate.

lSee Note 1(c) regarding joint repurchase agreement.

 

The accompanying notes are an integral part of these financial statements.

 

TGI-17


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Templeton
Global Income
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 1,109,649,885  

Cost - Repurchase agreements

     23,833,671  
        

Total cost of investments

   $ 1,133,483,556  
        

Value - Unaffiliated issuers

   $ 993,884,147  

Value - Repurchase agreements

     23,833,671  
        

Total value of investments

     1,017,717,818  

Foreign currency, at value (cost $24,750,521)

     25,218,604  

Receivables:

  

Investment securities sold

     17,410,699  

Capital shares sold

     2,505,087  

Interest

     20,114,639  

Swaps

     460,452  

Unrealized appreciation on forward exchange contracts (Note 7)

     130,835,741  

Unrealized appreciation on swap contracts (Note 8)

     3,973,278  
        

Total assets

     1,218,236,318  
        

Liabilities:

  

Payables:

  

Capital shares redeemed

     734,186  

Affiliates

     860,328  

Swaps

     507,848  

Collateral due to brokers for swaps

     4,310,000  

Unrealized depreciation on forward exchange contracts (Note 7)

     25,614,013  

Accrued expenses and other liabilities

     517,246  
        

Total liabilities

     32,543,621  
        

Net assets, at value

   $ 1,185,692,697  
        

Net assets consist of:

  

Paid-in capital

   $ 1,116,037,376  

Undistributed net investment income

     109,190,320  

Net unrealized appreciation (depreciation)

     (8,323,499 )

Accumulated net realized gain (loss)

     (31,211,500 )
        

Net assets, at value

   $ 1,185,692,697  
        

 

The accompanying notes are an integral part of these financial statements.

 

TGI-18


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Assets and Liabilities (continued)

December 31, 2008

 

     Templeton
Global Income
Securities Fund

Class 1:

  

Net assets, at value

   $ 220,588,370
      

Shares outstanding

     12,666,043
      

Net asset value and maximum offering price per share

   $ 17.42
      

Class 2:

  

Net assets, at value

   $ 793,880,705
      

Shares outstanding

     46,427,481
      

Net asset value and maximum offering price per share

   $ 17.10
      

Class 3:

  

Net assets, at value

   $ 128,155,031
      

Shares outstanding

     7,501,544
      

Net asset value and maximum offering price per sharea

   $ 17.08
      

Class 4:

  

Net assets, at value

   $ 43,068,591
      

Shares outstanding

     2,479,755
      

Net asset value and maximum offering price per share

   $ 17.37
      

 

 

 

aRedemption

price is equal to net asset value less any redemption fees retained by the Fund.

 

The accompanying notes are an integral part of these financial statements.

 

TGI-19


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Templeton
Global Income
Securities Fund
 

Investment income:

  

Interest (net of foreign taxes of $1,123,962)

   $ 55,470,996  
        

Expenses:

  

Management fees (Note 3a)

     5,007,769  

Distribution fees: (Note 3c)

  

Class 2

     1,780,030  

Class 3

     318,414  

Class 4

     43,874  

Unaffiliated transfer agent fees

     3,310  

Custodian fees (Note 4)

     835,597  

Reports to shareholders

     211,537  

Registration and filing fees

     12,641  

Professional fees

     47,994  

Trustees’ fees and expenses

     4,372  

Other

     33,344  
        

Total expenses

     8,298,882  

Expense reductions (Note 4)

     (1,036 )
        

Net expenses

     8,297,846  
        

Net investment income

     47,173,150  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments

     12,671,523  

Foreign currency transactions

     23,284,320  

Swap contracts

     58,370  
        

Net realized gain (loss)

     36,014,213  
        

Net change in unrealized appreciation (depreciation) on:

  

Investments

     (134,945,794 )

Translation of other assets and liabilities denominated in foreign currencies

     102,205,982  
        

Net change in unrealized appreciation (depreciation)

     (32,739,812 )
        

Net realized and unrealized gain (loss)

     3,274,401  
        

Net increase (decrease) in net assets resulting from operations

   $ 50,447,551  
        

 

The accompanying notes are an integral part of these financial statements.

 

TGI-20


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Templeton Global Income
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 47,173,150     $ 21,282,117  

Net realized gain (loss) from investments, foreign currency transactions, and swap contracts

     36,014,213       17,882,637  

Net change in unrealized appreciation (depreciation) on investments and translation of other assets and liabilities denominated in foreign currencies

     (32,739,812 )     8,914,827  
        

Net increase (decrease) in net assets resulting from operations

     50,447,551       48,079,581  
        

Distributions to shareholders from net investment income and net foreign currency gains:

    

Class 1

     (8,184,833 )     (2,456,235 )

Class 2

     (26,397,120 )     (8,266,690 )

Class 3

     (4,932,732 )     (1,628,484 )

Class 4

     (162,330 )      
        

Total distributions to shareholders

     (39,677,015 )     (12,351,409 )
        

Capital share transactions: (Note 2)

    

Class 1

     81,904,183       55,559,172  

Class 2

     305,411,151       250,108,969  

Class 3

     36,362,798       50,922,791  

Class 4

     41,657,210        
        

Total capital share transactions

     465,335,342       356,590,932  
        

Redemption fees

     75,291       9,428  
        

Net increase (decrease) in net assets

     476,181,169       392,328,532  

Net assets:

    

Beginning of year

     709,511,528       317,182,996  
        

End of year

   $ 1,185,692,697     $ 709,511,528  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 109,190,320     $ 35,686,615  
        

 

The accompanying notes are an integral part of these financial statements.

 

TGI-21


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Templeton Global Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Templeton Global Income Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. The Fund offers four classes of shares: Class 1, Class 2, Class 3, and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

On September 19, 2008, the Trust’s Board of Trustees approved a proposal to change the name of the Fund to Templeton Global Bond Securities Fund, effective May 1, 2009.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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.

 

Corporate debt securities and government securities generally trade in the over-the-counter market rather than on a securities exchange. The Trust may utilize independent pricing services, quotations from bond dealers, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Trust’s pricing services may use valuation models or matrix pricing which considers information with respect to comparable bond and note transactions, quotations from bond dealers, or by reference to other securities that are considered comparable in such characteristics as rating, interest rate and maturity date, option adjusted spread models, prepayment projections, interest rate spreads and yield curves, to determine current value.

 

Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security 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. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Foreign Currency Translation

 

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction

 

TGI-22


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

b. Foreign Currency Translation (continued)

 

date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust’s Board of Trustees.

 

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. Joint Repurchase Agreement

 

The Fund may enter into a joint repurchase agreement whereby its uninvested cash balance is deposited into a joint cash account with other funds managed by the investment manager or an affiliate of the investment manager and is used to invest in one or more repurchase agreements. The value and face amount of the joint repurchase agreement are allocated to the funds based on their pro-rata interest. A repurchase agreement is accounted for as a loan by the fund to the seller, collateralized by securities which are delivered to the fund’s custodian. The market value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the funds, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. The joint repurchase agreement held by the Fund at year end had been entered into on December 31, 2008. The joint repurchase agreement is valued at cost.

 

d. Foreign Currency Contracts

 

When the Fund purchases or sells foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The Fund may also enter into forward exchange contracts to hedge against fluctuations in foreign exchange rates or to gain exposure to certain foreign currencies. These contracts are valued daily by the Fund and the unrealized appreciation or depreciation on the contracts, as measured by the difference between the contractual forward foreign exchange rates and the forward rates at the reporting date, are included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities.

 

e. Interest Rate Swaps

 

The Fund may enter into interest rate swap contracts to hedge the risk of changes in interest rates. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional principal amount. The interest receivable or payable is recorded as unrealized appreciation or depreciation in the Statement of Assets and Liabilities. Payments received or made are

 

TGI-23


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

e. Interest Rate Swaps (continued)

 

recorded as realized gains or losses in the Statement of Operations. Interest rate swaps are marked to market daily based upon quotations from the market makers and the change, if any, is recorded as unrealized appreciation or depreciation in the Statement of Operations. When the swap contract is terminated early, the fund records a realized gain or loss equal to the difference between the current realized value and the expected cash flows. The risks of interest rate swaps include changes in the market conditions and the possible inability of the counterparty to fulfill its obligations under the agreement.

 

f. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

Foreign securities held by the Fund may be subject to foreign taxation on interest income received. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

g. Security Transactions, Investment Income, Expenses and Distributions

 

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. 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.

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

Inflation-indexed bonds provide an inflation hedge through periodic increases or decreases in the security’s interest accruals and principal redemption value, by amounts corresponding to the current rate of inflation. Any such adjustments, including adjustments to principal redemption value, are recorded as interest income.

 

h. 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.

 

TGI-24


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Income Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

i. Redemption Fees

 

Redemptions and exchanges of Class 3 shares held 60 days or less may be subject to the fund’s redemption fee, which is 1% of the amount redeemed. Such fees are retained by the fund and accounted for as an addition to paid-in capital.

 

j. Guarantees and Indemnifications

 

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

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   8,101,454     $ 141,208,761     5,103,718     $ 85,032,506  

Shares issued in reinvestment of distributions

   492,765       8,184,833     153,227       2,456,235  

Shares redeemed

   (4,030,383 )     (67,489,411 )   (1,977,376 )     (31,929,569 )
        

Net increase (decrease)

   4,563,836     $ 81,904,183     3,279,569     $ 55,559,172  
        
Class 2 Shares:                         

Shares sold

   26,653,241     $ 454,110,268     16,336,797     $ 264,154,676  

Shares issued in reinvestment of distributions

   1,616,480       26,397,120     523,540       8,266,690  

Shares redeemed

   (10,588,115 )     (175,096,237 )   (1,388,223 )     (22,312,397 )
        

Net increase (decrease)

   17,681,606     $ 305,411,151     15,472,114     $ 250,108,969  
        
Class 3 Shares:                         

Shares sold

   4,221,478     $ 72,520,138     3,533,597     $ 56,987,401  

Shares issued in reinvestment of distributions

   302,251       4,932,732     103,199       1,628,484  

Shares redeemed

   (2,479,464 )     (41,090,072 )   (475,906 )     (7,693,094 )
        

Net increase (decrease)

   2,044,265     $ 36,362,798     3,160,890     $ 50,922,791  
        
Class 4 Shares:                         

Shares sold

   2,552,445     $ 42,834,654      

Shares issued on reinvestment of distributions

   9,768       162,150      

Shares redeemed

   (82,458 )     (1,339,594 )    
                    

Net increase (decrease)

   2,479,755     $ 41,657,210      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

TGI-25


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Income Securities Fund

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Advisers, Inc. (Advisers)

   Investment manager

Franklin Templeton Services, LLC (FT Services)

   Administrative manager

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 Advisers based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets
0.625%   

Up to and including $100 million

0.500%   

Over $100 million, up to and including $250 million

0.450%   

Over $250 million, up to and including $7.5 billion

0.440%   

Over $7.5 billion, up to and including $10 billion

0.430%   

Over $10 billion, up to and including $12.5 billion

0.420%   

Over $12.5 billion, up to and including $15 billion

0.400%   

In excess of $15 billion

 

b. Administrative Fees

 

Under an agreement with Advisers, FT Services provides administrative services to the Fund. The fee is paid by Advisers based on average daily net assets, and is not an additional expense of the Fund.

 

c. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2, Class 3, and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.25%, 0.35% and 0.35% per year of its average daily net assets of Class 2, Class 3, and Class 4, respectively. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 3.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

TGI-26


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Income Securities Fund

 

5. INCOME TAXES

 

For tax purposes, capital losses may be carried over to offset future capital gains, if any. At December 31, 2008, the capital loss carryforwards were as follows:

 

Capital loss carryforwards expiring in:

  

2009

   $ 1,649,033

2010

     177,731
      
   $ 1,826,764
      

 

During the year ended December 31, 2008, the Fund utilized $159,858 of capital loss carryforwards.

 

On December 31, 2008, the Fund had expired capital loss carryforwards of $2,210,660, which were reclassified to paid-in capital.

 

For tax purposes, realized capital losses and realized currency losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses and realized currency losses of $1,732,457 and $28,031,402, respectively.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from – ordinary income

   $ 39,677,015    $ 12,351,409
      

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation), and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 1,135,672,962  
        

Unrealized appreciation

   $ 16,301,395  

Unrealized depreciation

     (134,256,539 )
        

Net unrealized appreciation (depreciation)

   $ (117,955,144 )
        

Distributable earnings – undistributed ordinary income

   $ 191,893,740  
        

 

Net investment income differs for financial statement and tax purposes primarily due to differing treatments of foreign currency transactions, bond discounts and premiums, inflation related adjustments on foreign securities, interest rate swaps, and tax straddles.

 

Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales, foreign currency transactions, bond discounts and premiums, interest rate swaps, and tax straddles.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $799,585,432 and $233,195,853, respectively.

 

TGI-27


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Income Securities Fund

 

7. FORWARD EXCHANGE CONTRACTS

 

At December 31, 2008, the Fund had the following forward exchange contracts outstanding:

 

      Contract
Amount
a
    Settlement
Date
   Unrealized
Appreciation
   Unrealized
Depreciation
 
Contracts to Buy                       
1,410,703   

Peruvian Nuevo Sol

   5,494,676  MXN   1/22/09    $ 50,830    $  
149,124,962,753   

Viet Nam Dong

   12,970,535  NZD   1/22/09      939,306       
514,600,000   

Kazakhstani Tenge

   4,000,000     1/29/09      147,987       
34,696,800   

Japanese Yen

   226,895  EUR   1/30/09      65,841       
139,956,750   

Kazakhstani Tenge

   1,085,020     2/06/09      37,162       
440,854,500   

Japanese Yen

   4,150,000     2/17/09      713,935       
16,706,255   

Euro

   22,239,729     2/23/09          1,074,009       
56,848,000   

Kazakhstani Tenge

   440,000     2/26/09      10,156       
6,682,502   

Euro

   8,920,706     2/27/09      403,829       
88,025,000   

Indian Rupee

   2,852,731  NZD   2/27/09      146,027       
325,942,003   

Kazakhstani Tenge

   2,529,758     2/27/09      49,645       
870,000,000   

South Korean Won

   606,356     3/04/09      84,668       
126,735,095,854   

Viet Nam Dong

   11,084,376  NZD   3/12/09      715,479       
126,735,095,875   

Viet Nam Dong

   11,089,511  NZD   3/16/09      707,584       
27,904,000   

Russian Ruble

   653,336  EUR   3/20/09           (81,636 )
60,658,992,000   

Viet Nam Dong

   4,356,973  AUD   3/23/09      344,714       
9,415,305   

Euro

   18,159,864  SGD   4/14/09      484,772       
329,402,395   

Kazakhstani Tenge

   2,632,271     4/30/09           (140,322 )
122,773,200   

Swedish Krona

   13,100,000  EUR   4/30/09           (2,554,840 )
1,342,374,000   

Japanese Yen

   13,665,622     5/07/09      1,173,268       
1,998,991   

Peruvian Nuevo Sol

   8,108,839  MXN   5/07/09      56,046       
5,296,692   

Peruvian Nuevo Sol

   1,930,000     5/08/09           (268,054 )
8,062,720   

Peruvian Nuevo Sol

   2,982,878     5/15/09           (455,231 )
28,853,000,000   

Indonesian Rupiah

   2,092,313     5/18/09      425,401       
144,407,250   

Japanese Yen

   1,526,988     5/18/09      69,765       
10,085,857   

Peruvian Nuevo Sol

   3,728,598     5/19/09           (568,270 )
7,566,000,000   

Indonesian Rupiah

   522,694     5/22/09      136,748       
507,359,240   

Kazakhstani Tenge

   44,462,684  MXN   5/27/09      644,543       
16,998,965,000   

Viet Nam Dong

   1,193,564  AUD   5/29/09      103,652       
1,578,866,058   

Japanese Yen

   16,719,431     6/02/09      745,183       
14,790,681,000   

Viet Nam Dong

   1,038,951  AUD   6/02/09      89,248       
345,000,000   

Japanese Yen

   3,732,756     6/05/09      83,749       
62,619,618,000   

Viet Nam Dong

   4,394,304  AUD   6/22/09      367,592       
14,772,000   

Malaysian Ringgit

   2,923,412  EUR   7/07/09      206,628       
7,600,000   

Malaysian Ringgit

   1,529,390  EUR   7/09/09      71,256       
10,550,000   

Malaysian Ringgit

   2,115,415  EUR   7/17/09      110,648       
6,015,055   

Malaysian Ringgit

   1,213,740  EUR   8/05/09      53,985       
1,100,000   

Malaysian Ringgit

   221,828  EUR   8/07/09      10,089       
279,885,550   

Japanese Yen

   1,726,090  EUR   8/10/09      700,541       
154,325,250   

Japanese Yen

   972,679  EUR   8/11/09      357,209       
290,165,200   

Japanese Yen

   1,862,222  EUR   8/21/09      626,392       
143,907,400   

Japanese Yen

   922,720  EUR   8/26/09      312,133       
27,917,500   

Japanese Yen

   184,077  EUR   9/04/09      53,600       
11,099,031   

U.S. Dollar

   7,821,727  EUR   9/08/09      221,900       
243,055,778,970   

Viet Nam Dong

   144,871,783  MXN   9/08/09      3,368,764       
101,991,966   

Russian Ruble

   42,848,809  MXN   9/15/09           (166,405 )
295,496,613   

Russian Ruble

   17,768,247  NZD   9/15/09           (2,094,757 )

 

TGI-28


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Income Securities Fund

 

7. FORWARD EXCHANGE CONTRACTS (continued)

 

      Contract
Amount
a
    Settlement
Date
   Unrealized
Appreciation
   Unrealized
Depreciation
 
Contracts to Buy (continued)                       
15,520,594   

U.S. Dollar

   11,369,815  EUR   9/15/09    $    $ (289,371 )
24,005,420   

U.S. Dollar

   17,083,450  EUR   9/17/09      251,062       
14,296,000   

Chinese Yuan

   1,489,167  EUR   9/18/09           (27,347 )
89,074,900   

Chinese Yuan

   9,307,428  EUR   9/23/09           (214,528 )
30,000,000   

Swedish Krona

   3,119,119  EUR   9/23/09           (489,400 )
39,743,000   

Chinese Yuan

   4,095,317  EUR   9/24/09           (16,239 )
468,694,201   

Russian Ruble

   22,297,983  AUD   9/24/09           (2,819,099 )
25,000,000   

Indian Rupee

   818,331  NZD   9/25/09      39,749       
837,000,000   

Japanese Yen

   5,602,258  EUR   9/28/09          1,499,289       
258,201,997   

Russian Ruble

   12,410,890  AUD   9/28/09           (1,651,718 )
8,340,000   

Malaysian Ringgit

   1,704,998  EUR   9/30/09      50,266       
53,312,773   

Russian Ruble

   23,225,918  MXN   10/06/09           (151,063 )
44,923,725,686   

Viet Nam Dong

   3,648,005  AUD   10/07/09           (84,862 )
14,831,631   

Chinese Yuan

   3,204,553  AUD   10/13/09           (112,453 )
361,308,750   

Kazakhstani Tenge

   2,795,426     10/13/09           (312,735 )
35,001,331   

Chinese Yuan

   3,714,063  EUR   10/15/09           (161,952 )
35,172,030   

Chinese Yuan

   3,761,574  EUR   10/16/09           (203,465 )
25,132,672   

Chinese Yuan

   5,336,806  AUD   10/19/09           (124,130 )
47,143,455   

Chinese Yuan

   5,062,450  EUR   10/19/09           (300,717 )
29,130,000   

Chinese Yuan

   4,208,017     10/21/09           (45,174 )
92,110,000   

Russian Ruble

   3,050,000     10/22/09           (572,600 )
36,599,833   

Chinese Yuan

   5,291,287     10/23/09           (60,732 )
921,291,798   

Chilean Peso

   1,395,897     10/26/09      13,761       
62,115,025   

Chinese Yuan

   8,932,101     10/26/09           (54,535 )
37,116,032   

Chinese Yuan

   5,298,506     10/27/09      6,285       
89,097,000   

Russian Ruble

   2,663,587     10/27/09           (270,908 )
597,827,644   

Chilean Peso

   872,435     10/28/09      41,987       
3,423,000   

Swiss Franc

   2,343,397  EUR   11/05/09           (24,337 )
3,465,000,000   

Indonesian Rupiah

   275,000     11/09/09      11,831       
25,294,025,000   

Viet Nam Dong

   1,315,000     11/09/09      50,661       
34,531,000,000   

Indonesian Rupiah

   2,746,004     11/10/09      111,603       
92,000,000   

Russian Ruble

   2,870,694     11/10/09           (410,640 )
6,870,000,000   

Indonesian Rupiah

   549,161     11/12/09      19,025       
1,250,000,000   

Japanese Yen

   12,938,619     11/12/09      951,995       
1,250,000,000   

Japanese Yen

   10,198,254  EUR   11/12/09           (284,145 )
36,430,000,000   

Indonesian Rupiah

   2,746,325     11/16/09      263,037       
7,386,000,000   

Indonesian Rupiah

   523,088     11/17/09      86,863       
35,999,000,000   

Indonesian Rupiah

   2,613,358     11/18/09      358,628       
29,201,000   

Russian Ruble

   653,339  EUR   11/20/09           (129,598 )
40,074,000,000   

Indonesian Rupiah

   2,613,408     11/23/09      690,075       
14,977,000   

Chinese Yuan

   2,048,837     12/04/09      93,528       
18,870,000   

Chinese Yuan

   2,048,829  EUR   12/04/09           (148,071 )
33,777,284   

Chinese Yuan

   4,782,060     12/14/09      50,626       
45,175,542   

Chinese Yuan

   6,396,854     12/15/09      66,780       
26,468,158   

Chinese Yuan

   3,761,017     12/16/09      26,082       
13,361,013   

Malaysian Ringgit

   3,761,017     12/16/09      124,818       
24,500,148   

Chinese Yuan

   3,465,367     12/17/09      40,223       
12,406,016   

Malaysian Ringgit

   3,465,368     12/17/09      142,816       
73,686,535   

Chinese Yuan

   10,396,103     12/18/09      147,526       

 

TGI-29


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Income Securities Fund

 

7. FORWARD EXCHANGE CONTRACTS (continued)

 

      Contract
Amount
a
    Settlement
Date
   Unrealized
Appreciation
   Unrealized
Depreciation
 
Contracts to Buy (continued)                       
20,029,614   

Chinese Yuan

   2,857,292     12/21/09    $ 8,886    $  
22,461,038   

Malaysian Ringgit

   6,301,410     12/21/09      231,866       
23,558,279   

Chinese Yuan

   3,384,810     12/22/09           (13,617 )
12,127,039   

Malaysian Ringgit

   3,466,651     12/22/09      60,850       
160,558,056   

Mexican Peso

   11,340,848     12/22/09           (429,405 )
9,639,266   

Malaysian Ringgit

   2,772,294     12/23/09      31,639       
66,679,470   

Mexican Peso

   4,725,354     12/23/09           (194,356 )
106,913,202   

Mexican Peso

   7,560,566     12/24/09           (296,416 )
10,905,927   

Malaysian Ringgit

   3,118,831     12/28/09      53,967       
56,089,316   

Malaysian Ringgit

   16,085,264     1/04/10      235,426       
136,332,733   

Swedish Krona

   12,649,755  EUR   1/05/10           (193,540 )
Contracts to Sell           
35,134,048   

Mexican Peso

   8,893,130  PEN   1/20/09      283,780       
19,086,450,000   

South Korean Won

   21,977,351  CHF   1/20/09          5,441,411       
14,735,520,000   

South Korean Won

   16,768,537  CHF   1/21/09      4,013,681       
25,863,307   

Mexican Peso

   2,264,837     1/22/09      394,054       
35,571,270   

Mexican Peso

   123,684,863  INR   1/22/09           (35,544 )
7,467,604,560   

South Korean Won

   7,837,536     1/23/09      1,910,552       
30,321,722   

Mexican Peso

   105,249,728  INR   1/27/09           (31,322 )
6,905,529   

Euro

   10,067,915     1/28/09      424,342       
9,671,012   

Euro

   14,093,398     1/29/09      588,446       
2,754,660   

Euro

   4,039,984     2/04/09      193,949       
109,729,627   

Mexican Peso

   9,687,440     2/06/09      1,787,220       
24,730,081   

Mexican Peso

   2,185,505     2/09/09      406,362       
2,945,715   

New Zealand Dollar

   34,838,652,128  VND   2/12/09      263,907       
17,294,895   

Romanian Leu

   113,908,408  CZK   2/12/09      23,429       
6,322,150   

Romanian Leu

   41,840,621  CZK   2/17/09      24,479       
4,372,314   

Euro

   6,316,026     2/19/09      213,792       
3,931,416   

New Zealand Dollar

   46,557,288,113  VND   2/20/09      352,671       
20,047,506   

Euro

   29,139,835     2/23/09      1,163,349       
10,023,753   

Euro

   1,544,810,693  JPY   2/23/09      3,057,651       
10,023,753   

Euro

   1,543,460,828  JPY   2/25/09      3,044,156       
3,682,120,000   

South Korean Won

   3,880,000     2/25/09      955,361       
12,452,389   

Euro

   18,215,167     2/26/09      839,081       
6,682,502   

Euro

   1,024,875,284  JPY   2/26/09      1,984,676       
39,172,654   

Euro

   57,903,586     2/27/09      3,243,401       
30,071,259   

Euro

   4,675,686,507  JPY   2/27/09      9,636,607       
58,914,810   

Mexican Peso

   5,232,001     2/27/09      1,012,758       
4,517,459   

Romanian Leu

   29,268,617  CZK   2/27/09           (7,421 )
3,675,562,800   

South Korean Won

   3,880,000     2/27/09      960,570       
6,682,502   

Euro

   10,016,803     3/03/09      693,185       
10,166,171   

Mexican Peso

   905,309     3/03/09      178,002       
10,023,753   

Euro

   14,994,799     3/04/09      1,009,699       
3,655,736,000   

South Korean Won

   3,880,000     3/04/09      976,318       
3,341,251   

Euro

   5,032,258     3/09/09      371,104       
3,341,251   

Euro

   513,877,721  JPY   3/09/09      1,010,934       
3,341,251   

Euro

   5,048,463     3/10/09      387,418       
2,505,938   

Euro

   384,147,766  JPY   3/10/09      744,475       

 

TGI-30


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Income Securities Fund

 

7. FORWARD EXCHANGE CONTRACTS (continued)

 

      Contract
Amount
a
    Settlement
Date
   Unrealized
Appreciation
   Unrealized
Depreciation
 
Contracts to Sell (continued)           
3,341,251   

Euro

   5,105,816     3/17/09    $ 445,535    $  
7,760,000,000   

South Korean Won

   8,012,071  CHF   3/27/09          1,347,411       
6,027,094   

Euro

   918,887,847  JPY   3/31/09      1,744,418       
3,036,391,000   

South Korean Won

   3,140,768  CHF   4/01/09      532,757       
14,200,317   

Euro

   2,199,046,055  JPY   4/06/09      4,492,405       
3,880,000,000   

South Korean Won

   4,025,495  CHF   4/06/09      691,969       
4,840,000   

British Pound Sterling

   9,405,185     4/07/09      2,347,318       
12,661,962   

Euro

   19,589,279     4/14/09      1,939,601       
6,168,648   

Euro

   959,610,305  JPY   4/14/09      2,003,005       
9,415,305   

Euro

   19,874,611  SGD   4/14/09      708,700       
1,574,014   

Euro

   246,141,160  JPY   4/20/09      525,958       
3,237,710   

Euro

   15,778,980  MYR   4/21/09      50,048       
2,425,242   

British Pound Sterling

   14,573,376  MYR   4/27/09      677,612       
2,329,569   

New Zealand Dollar

   71,377,981  INR   4/28/09      109,940       
13,708,414   

British Pound Sterling

   82,870,104  MYR   4/30/09      3,974,126       
129,187,726   

Mexican Peso

   32,777,510  PEN   4/30/09      1,180,025       
218,306,058   

Mexican Peso

   19,760,042     5/04/09      4,370,743       
45,766,762   

Mexican Peso

   169,465,166  INR   5/04/09      227,356       
266,049,641   

Mexican Peso

   24,240,542     5/06/09      5,493,667       
808,414   

British Pound Sterling

   4,872,069  MYR   5/07/09      230,129       
9,640,135   

Mexican Peso

   420,791,871  CLP   5/15/09           (30,484 )
90,027,727   

Mexican Peso

   250,057,232  TWD   5/18/09      1,302,148       
14,559,327   

Mexican Peso

   633,651,050  CLP   5/20/09           (48,640 )
30,000,000   

Mexican Peso

   117,663,000  INR   5/20/09      288,704       
53,095,853   

Mexican Peso

   144,700,004  TWD   6/02/09      695,217       
57,848,619   

Mexican Peso

   129,543,727  RUB   6/04/09           (346,938 )
5,514,624   

Euro

   27,146,472  MYR   6/09/09      174,402       
6,880,600   

Euro

   10,606,617     6/10/09      1,026,866       
357,000   

Euro

   42,497,280  JPY   6/10/09           (26,867 )
4,595,521   

Euro

   22,869,610  MYR   6/10/09      217,126       
778,772   

Euro

   3,886,306  MYR   6/12/09      39,966       
5,422,023   

Mexican Peso

   245,259,783  CLP   6/12/09           (3,446 )
1,021,396   

Euro

   5,072,765  MYR   6/15/09      45,508       
2,024,807   

Euro

   10,022,795  MYR   6/16/09      80,632       
26,552,505   

Mexican Peso

   59,389,235  RUB   6/19/09           (167,355 )
14,481,704   

Mexican Peso

   166,257,207  KZT   6/29/09      195,867       
14,481,704   

Mexican Peso

   32,179,795  RUB   6/29/09           (99,405 )
23,073,608   

Mexican Peso

   6,327,476  PEN   6/30/09      365,491       
61,955,606   

Mexican Peso

   136,619,484  RUB   7/10/09           (466,995 )
4,718,952   

Euro

   7,295,146     7/13/09      728,617       
30,888,068   

Mexican Peso

   68,008,329  RUB   7/13/09           (237,343 )
4,718,951   

Euro

   7,303,266     7/14/09      736,813       
1,814,981   

Euro

   9,040,420  MYR   7/14/09      91,313       
2,722,472   

Euro

   124,766,772  TWD   7/14/09      18,431       
4,718,951   

Euro

   7,378,552     7/15/09      812,173       
4,464,854   

Euro

   22,337,396  MYR   7/15/09      253,285       
3,738,862   

Euro

   172,524,578  TWD   7/15/09      61,318       
1,161,588   

Euro

   5,809,102  MYR   7/16/09      65,321       
508,195   

Euro

   23,529,429  TWD   7/16/09      10,767       

 

TGI-31


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Income Securities Fund

 

7. FORWARD EXCHANGE CONTRACTS (continued)

 

      Contract
Amount
a
    Settlement
Date
   Unrealized
Appreciation
   Unrealized
Depreciation
 
Contracts to Sell (continued)           
2,359,476   

Euro

   3,703,905     7/17/09    $ 420,791    $  
1,179,738   

Euro

   5,902,465  MYR   7/17/09      67,172       
1,179,738   

Euro

   54,702,681  TWD   7/17/09      27,480       
1,814,982   

Euro

   2,826,381     7/22/09      301,048       
4,174,457   

Euro

   6,530,103     7/24/09      721,971       
816,742   

Euro

   4,109,111  MYR   7/24/09      53,484       
1,288,637   

Euro

   59,430,005  TWD   7/24/09      20,331       
14,610,919   

Mexican Peso

   32,786,902  RUB   7/24/09           (97,806 )
14,610,919   

Mexican Peso

   40,787,841  TWD   7/24/09      231,021       
1,533,000   

Euro

   56,491,050  RUB   7/28/09           (558,135 )
598,906   

Euro

   3,004,709  MYR   7/31/09      37,055       
53,331,307   

Mexican Peso

   5,036,244     7/31/09      1,341,344       
31,280,607   

Mexican Peso

   2,951,279     8/04/09      785,545       
8,135,006   

New Zealand Dollar

   53,990,411,006  IDR   8/05/09           (58,895 )
18,285,638   

New Zealand Dollar

   306,833,000  RUB   8/12/09           (1,976,023 )
8,925,643   

New Zealand Dollar

   149,379,561  RUB   8/14/09           (978,480 )
8,432,616   

New Zealand Dollar

   102,190,660,510  VND   8/14/09      781,845       
8,323,000   

Euro

   115,797,066,700  IDR   9/08/09           (1,807,577 )
8,340,000   

Euro

   372,881,400  TWD   9/08/09           (220,837 )
7,998,680   

Euro

   11,079,425     9/11/09           (43,406 )
2,800,000   

Euro

   408,189,600  JPY   9/14/09      634,430       
2,017,928   

Mexican Peso

   4,825,270  RUB   9/17/09           (7,310 )
22,711,151   

Mexican Peso

   52,371,914  RUB   10/02/09           (140,155 )
6,223,000   

Euro

   753,263,035  JPY   11/18/09           (276,958 )
7,050,000   

U.S. Dollar

   670,455,000  JPY   11/18/09      401,807       
265,338   

Euro

   335,865     11/19/09           (32,917 )
2,876,071   

Euro

   3,620,686     11/20/09           (376,617 )
1,918,356   

Euro

   2,390,367     11/24/09           (275,788 )
668,538   

Euro

   836,676     11/25/09           (92,460 )
1,300,570   

Euro

   1,697,244     11/30/09           (110,235 )
1,343,551   

Euro

   1,698,853     12/08/09           (168,262 )
Unrealized appreciation (depreciation) on offsetting forward exchange contracts           15,391,475      (473,724 )
                       
Unrealized appreciation (depreciation) on forward exchange contracts           130,835,741      (25,614,013 )
                       
Net unrealized appreciation (depreciation) on forward exchange contracts         $ 105,221,728   
                 

 

aIn

U.S. dollars unless otherwise indicated.

 

See Abbreviations on page TGI-35.

 

TGI-32


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Income Securities Fund

 

8. INTEREST RATE SWAPS

 

At December 31, 2008, the Fund had the following interest rate swap contracts outstanding:

 

Counter Party

  Fixed Rate
Received by
the Fund
  

Floating Rate Paid by the Fund

   Notional
Principal
Amount
    Expiration
Date
   Unrealized
Appreciation
   Unrealized
Depreciation

JPMorgan

  7.06%   

Sinacofi Chile Interbank Rate

   2,425,500,000  CLP   6/13/18    $ 305,180    $     —

JPMorgan

  7.15%   

Sinacofi Chile Interbank Rate

   2,475,000,000  CLP   6/18/18      334,353     

JPMorgan

  7.50%   

Sinacofi Chile Interbank Rate

   1,590,300,000  CLP   8/07/18      292,640     

JPMorgan

  7.50%   

Sinacofi Chile Interbank Rate

   1,587,200,000  CLP   8/13/18      290,371     

JPMorgan

  7.67%   

Sinacofi Chile Interbank Rate

   570,900,000  CLP   8/29/18      114,791     

JPMorgan

  7.85%   

Sinacofi Chile Interbank Rate

   702,800,000  CLP   7/11/18      155,998     

JPMorgan

  7.855%   

Sinacofi Chile Interbank Rate

   705,600,000  CLP   7/17/18      156,180     

Merrill Lynch & Co. Inc.

  7.053%   

Sinacofi Chile Interbank Rate

   7,200,000,000  CLP   6/13/18      900,244     

Merrill Lynch & Co. Inc.

  7.094%   

Sinacofi Chile Interbank Rate

   7,950,000,000  CLP   6/16/18      1,019,516     

Merrill Lynch & Co. Inc.

  7.40%   

Sinacofi Chile Interbank Rate

   765,000,000  CLP   7/30/18      130,719     

Merrill Lynch & Co. Inc.

  7.40%   

Sinacofi Chile Interbank Rate

   765,000,000  CLP   8/06/18      131,644     

Merrill Lynch & Co. Inc.

  7.51%   

Sinacofi Chile Interbank Rate

   765,000,000  CLP   8/07/18      141,642     
                          

Unrealized appreciation (depreciation) on interest rate swaps

 

     $ 3,973,278     
                          

Net unrealized appreciation (depreciation) on interest rate swaps

 

     $ 3,973,278   
                               

 

See Abbreviations on page TGI-35.

 

9. CREDIT RISK

 

The Fund has 15.22% of its portfolio invested in high yield or other securities rated below investment grade. These securities may be more sensitive to economic conditions causing greater price volatility and are potentially subject to a greater risk of loss due to default than higher rated securities.

 

10. 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.

 

11. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

TGI-33


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Income Securities Fund

 

11. FAIR VALUE MEASUREMENTS (continued)

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets and liabilities carried at fair value:

 

     Level 1    Level 2    Level 3    Total

Assets:

           

Investments in Securities

   $ 62,687,173    $ 955,030,645    $   —    $ 1,017,717,818

Other Financial Instrumentsa

          134,809,019           134,809,019

Liabilities:

           

Other Financial Instrumentsa

          25,614,013           25,614,013

 

aOther

financial instruments include net unrealized appreciation (depreciation) on forward exchange contracts and swaps.

 

12. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

13. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with certain other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

TGI-34


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Global Income Securities Fund

 

ABBREVIATIONS

 

Currency    Selected Portfolio

AUD - Australian Dollar

BRL - Brazilian Real

CHF - Swiss Franc

CLP - Chilean Peso

CZK - Czech Koruna

EGP - Egyptian Pound

EUR - Euro

IDR - Indonesian Rupiah

INR - Indian Rupee

JPY - Japanese Yen

KRW - South Korean Won

KZT - Kazakhstani Tenge

MXN - Mexican Peso

MYR - Malaysian Ringgit

NOK - Norwegian Krone

NZD - New Zealand Dollar

PEN - Peruvian Nuevo Sol

PLN - Polish Zloty

RUB - Russian Ruble

SEK - Swedish Krona

SGD - Singapore Dollar

TWD - Taiwanese Dollar

VND - Viet Nam Dong

  

BHAC - Berkshire Hathaway Assurance Corp.

FGIC - Financial Guaranty Insurance Co.

FRN - Floating Rate Note

FSA - Financial Security Assurance Inc.

GO - General Obligation

MBIA - Municipal Bond Investors Assurance Corp.

 

 

TGI-35


Franklin Templeton Variable Insurance Products Trust

 

Templeton Global Income Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of

Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Templeton Global Income Securities Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

TGI-36


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Templeton Global Income Securities Fund

 

At December 31, 2008, more than 50% of the Fund’s total assets were invested in securities of foreign issuers. In most instances, foreign taxes were withheld from income paid to the Fund on these investments. The Fund elects to treat foreign taxes paid as allowed under Section 853 of the Internal Revenue Code. This election will allow shareholders of record as of the 2009 distribution date, to treat their proportionate share of foreign taxes paid by the Fund as having been paid directly by them. The shareholder shall consider these amounts as foreign taxes paid in the tax year in which they receive the Fund distribution.

 

TGI-37


TEMPLETON GROWTH SECURITIES FUND

 

This annual report for Templeton Growth Securities Fund covers the fiscal year ended December 31, 2008.

 

Performance Summary as of 12/31/08

 

Average annual total return of Class 4 shares* represents the average annual change in value, assuming reinvestment of dividends and capital gains. Average returns smooth out variations in returns, which can be significant; they are not the same as year-by-year results.

 

Periods ended 12/31/08

 

      1-Year    5-Year    10-Year

Average Annual Total Return

   -42.34%    -1.74%    +1.92%

 

*For the period beginning 2/29/08, Class 4 performance reflects a 12b-1 fee expense of 0.35% per year, which affects future performance. Class 4 performance prior to 2/29/08 reflects historical Class 1 performance, which does not include a 12b-1 fee expense. Since 2/29/08 (effective date), the aggregate total return of Class 4 shares was -35.79%.

 

Total Return Index Comparison

for a Hypothetical $10,000 Investment (1/1/99–12/31/08)

 

The graph below shows the change in value of a hypothetical $10,000 investment in the Fund over the indicated period and includes reinvestment of any income or distributions. The Fund’s performance* is compared to the performance of the Morgan Stanley Capital International (MSCI) World Index. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Important Notes to Performance Information preceding the Fund Summaries.

 

LOGO

 

**Source: © 2009 Morningstar. Please see Index Descriptions following the Fund Summaries.

 

Templeton Growth Securities Fund – Class 4

 

Performance reflects the Fund’s Class 4 operating expenses, but does not include any contract fees, expenses or sales charges. If they had been included, performance would be lower. These charges and deductions, particularly for variable life policies, can have a significant effect on contract values and insurance benefits. See the contract prospectus for a complete description of these expenses, including sales charges.

 

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.

 

TG-1


 

Fund Goal and Main Investments: Templeton Growth Securities Fund seeks long-term capital growth. The Fund normally invests primarily in equity securities of companies located anywhere in the world, including those in the U.S. and in emerging markets.

 

 

 

Performance Overview

 

You can find the Fund’s one-year total return in the Performance Summary. The Fund performed comparably to the -40.33% total return of the MSCI World Index for the period under review.1

 

Economic and Market Overview

 

The U.S. experienced a marked slowdown in gross domestic product (GDP) growth as housing prices declined, consumer demand softened, and a credit crisis originally related to U.S. subprime loan losses intensified and spread globally. Although GDP growth rebounded in the second quarter of 2008, largely due to fiscal stimulus, the domestic economy contracted in the third and fourth quarters. Fear of recession spanned the entire period, and in the summer most economists agreed that a recession had already begun. By then, the faltering U.S. economy — which is the world’s largest and accounts for roughly 25% of global GDP — had negatively impacted growth prospects around the world. Although signs of a global slowdown surfaced in the latter half of the reporting period, in the first half growth remained robust in developing economies, particularly in Asia.

 

The China-led demand for oil, natural gas, and industrial and agricultural commodities propelled commodity prices and those of related equities to higher levels. The steep rise in the price of oil, which peaked at $145 per barrel in early July, was one of the most extreme market trends during the year. As a result, oil was a major focus of attention due to its impact on everything from inflation to corporate earnings to consumer spending. The price boom for commodities in general was broadly based and included natural gas, precious metals and most agricultural and industrial commodities, all of which added to global inflationary pressures. In this environment, the world’s monetary authorities faced the choice of lowering short-term interest rates to stimulate growth or raising them to fight rising inflation. Stimulus provided through fiscal and monetary policies implemented around the globe sought to restore financial market stability and reignite economic growth.

 

1. Source: © 2009 Morningstar. One cannot invest directly in an index, nor is an index representative of the Fund’s portfolio. Please see Index Descriptions following the Fund Summaries.

 

Fund Risks: The Fund’s investments in stocks offer the potential for long-term gains but can be subject to short-term price fluctuations. Foreign investing, especially in emerging markets, involves additional risks, including currency fluctuations, economic instability, market volatility, and political and social instability. By having significant investments in one or more countries or in particular sectors from time to time, the Fund may be at greater risk of adverse developments in a country or sector than a fund that invests more broadly. The Fund’s prospectus also includes a description of the main investment risks.

 

TG-2


The U.S. Treasury and the Federal Reserve Board took unprecedented steps, including lowering short-term rates to near 0% from 4.25%. The eurozone had made controlling inflation its main goal and kept rates steady at 4.00% until July, when the European Central Bank (ECB) joined many of the world’s central banks whose concerns about inflation had led them to raise rates. The potential for global recession, however, exacerbated by the virtual freeze in the global financial system in September and October, trumped inflationary concerns, and the world’s monetary authorities, including the ECB and the Bank of England, cut interest rates aggressively. The U.S. dollar, which had declined earlier in the period versus many of the world’s currencies, regained ground quickly toward period-end as a flight to the relative safety of U.S. Treasuries prevailed. The greenback appreciated 8.6% relative to most currencies during the year under review.2

 

In this challenging economic time, volatility came to define global equity markets. Virtually all local indexes ended the 12-month period with marked losses. Despite negative economic data and an outlook for decelerating corporate earnings and profit margins globally, many companies outside the financials sector retained relatively strong balance sheets.

 

Investment Strategy

 

Our investment philosophy is bottom up, value oriented and long term. In choosing investments, we will focus on the market price of a company’s securities relative to our evaluation of the company’s potential long-term earnings, asset value and cash flow. Among factors we may consider are a company’s historical value measures, including price/earnings ratio, profit margins and liquidation value. We do in-depth research to construct a bargain list from which we buy.

 

Manager’s Discussion

 

In 2008, the Fund had some major detractors from performance relative to the MSCI World Index, such as leading independent maker of hard drives and digital storage solutions Seagate Technology, and what was previously the world’s largest insurer, American International Group. Other key detractors during the review period were banking and insurance holding company Royal Bank of Scotland Group (sold by period-end), and major wireless telecommunications company Sprint Nextel.

 

2. Source: Federal Reserve H10 report.

 

LOGO

 

TG-3


U.S. independent biotechnology company Amgen was among the Fund’s top performers during the reporting period as the company’s results beat analysts’ estimates and as the outlook improved for several of its pipeline drugs. Other holdings that helped the Fund’s relative performance included global consulting firm Accenture, the world’s largest enterprise software company, Oracle, and research-based pharmaceutical company Pfizer. During a time of significant declines within most global stock markets, the Fund’s cash position generally served to cushion the Fund and contributed to its relative performance.

 

On a sector basis, the Fund’s financials holdings were among the most significant detractors from Fund performance despite an underweighted allocation.3 This was largely due to stock selection in commercial banks and insurance companies. An underweighted allocation to the traditionally defensive consumer staples sector also hurt the Fund’s relative results as did stock selection in the consumer discretionary sector, particularly in the automobiles industry.4

 

Conversely, relative Fund performance benefited from stock selection and an overweighted position in the health care sector.5 The Fund’s underweighted exposure to materials stocks also helped the Fund’s relative returns.6

 

By country, the Fund’s underweighting and stock selection in Japan and the U.S. were major detractors from relative Fund performance while stock selection in Europe helped the Fund’s relative results despite absolute losses.

 

3. The financials sector comprises capital markets, commercial banks, consumer finance, diversified financial services, insurance, and real estate management and development in the SOI.

4. The consumer staples sector comprises beverages, food and staples retailing, and food products in the SOI. The consumer discretionary sector comprises auto components; automobiles; hotels, restaurants and leisure; Internet and catalog retail; media; multiline retail; and specialty retail in the SOI.

5. The health care sector comprises biotechnology, health care equipment and supplies, and pharmaceuticals in the SOI.

6. The materials sector comprises construction materials and paper and forest products in the SOI.

 

Top 10 Holdings

Templeton Growth Securities Fund 12/31/08

 

Company
Sector/Industry,
Country
   % of Total
Net Assets
Oracle Corp.    3.2%
Software, U.S.   
Microsoft Corp.    3.2%
Software, U.S.   
Amgen Inc.    3.1%
Biotechnology, U.S.   
Pfizer Inc.    3.0%
Pharmaceuticals, U.S.   
Accenture Ltd., A    2.6%
IT Services, U.S.   
BP PLC    2.5%
Oil, Gas & Consumable Fuels, U.K.   
Siemens AG    2.3%
Industrial Conglomerates, Germany   
Total SA, B    2.2%
Oil, Gas & Consumable Fuels, France   
GlaxoSmithKline PLC    2.2%
Pharmaceuticals, U.K.   
Vivendi SA    2.2%
Media, France   

 

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).

 

TG-4


Thank you for your participation in Templeton Growth Securities Fund. We look forward to serving your future investment needs.

 

 

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of December 31, 2008, 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.

 

TG-5


Fund Expenses

 

As an investor in a variable insurance contract (Contract) that indirectly provides for investment in an underlying mutual fund, you can incur transaction and/or ongoing expenses at both the Fund level and the Contract level.

 

 

Transaction expenses can include sales charges (loads) on purchases, redemption fees, surrender fees, transfer fees and premium taxes.

 

 

Ongoing expenses can include management fees, distribution and service (12b-1) fees, contract fees, annual maintenance fees, mortality and expense risk fees and other fees and expenses. All mutual funds and Contracts have some types of ongoing expenses.

 

The expenses shown in the table are meant to highlight ongoing expenses at the Fund level only and do not include ongoing expenses at the Contract level, or transaction expenses at either the Fund or Contract level. While the Fund does not have transaction expenses, if the transaction and ongoing expenses at the Contract level were included, the expenses shown below would be higher. You should consult your Contract prospectus or disclosure document for more information.

 

The table shows Fund-level ongoing expenses and can help you understand these expenses and compare them with those of other mutual funds offered through the Contract. The table assumes a $1,000 investment held for the six months indicated. Please refer to the Fund prospectus for additional information on operating expenses.

 

Actual Fund Expenses

 

The first line (Actual) of 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 ongoing Fund expenses, but does not include the effect of ongoing Contract expenses.

 

You can estimate the Fund-level expenses you incurred 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 “Fund-Level Expenses Incurred During Period.”

If Fund-Level Expenses Incurred During Period were $7.50, then 8.6 x $7.50 = $64.50.

 

In this illustration, the estimated expenses incurred this period at the Fund level are $64.50.

 

Templeton Growth Securities Fund – Class 4

 

TG-6


Hypothetical Example for Comparison with Other Mutual Funds

 

Information in the second line (Hypothetical) of the table can help you compare ongoing expenses of the Fund with those of other mutual funds offered through the Contract. This information may not be used to estimate the actual ending account balance or expenses you incurred during the period. The hypothetical “Ending Account Value” is based on the Fund’s actual expense ratio and an assumed 5% annual rate of return before expenses, which does not represent the Fund’s actual return. The figure under the heading “Fund-Level Expenses Incurred 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 offered through a Contract.

 

Class 4   

Beginning
Account

Value 7/1/08

  

Ending

Account

Value 12/31/08

   Fund-Level
Expenses Incurred
During Period*
7/1/08–12/31/08

Actual

   $ 1,000    $ 675.60    $ 4.76

Hypothetical (5% return before expenses)

   $ 1,000    $ 1,019.46    $ 5.74

 

*Expenses are calculated using the most recent six-month annualized expense ratio for the Fund’s Class 4 shares (1.13%), which does not include any ongoing expenses of the Contract for which the Fund is an investment option, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period.

 

TG-7


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights

 

Templeton Growth Securities Fund

 

     Year Ended December 31,  
Class 1    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 15.68     $ 16.16     $ 13.98     $ 12.98     $ 11.31  
        

Income from investment operationsa:

          

Net investment incomeb

     0.29       0.27       0.29       0.24       0.21  

Net realized and unrealized gains (losses)

     (6.50 )     0.19       2.67       0.92       1.61  
        

Total from investment operations

     (6.21 )     0.46       2.96       1.16       1.82  
        

Less distributions from:

          

Net investment income

     (0.26 )     (0.25 )     (0.23 )     (0.16 )     (0.15 )

Net realized gains

     (0.87 )     (0.69 )     (0.55 )            
        

Total distributions

     (1.13 )     (0.94 )     (0.78 )     (0.16 )     (0.15 )
        

Net asset value, end of year

   $ 8.34     $ 15.68     $ 16.16     $ 13.98     $ 12.98  
        

Total returnc

     (42.13)%       2.55%       22.20%       9.06%       16.25%  

Ratios to average net assets

          

Expenses before expense reduction

     0.78%       0.77%       0.78%       0.82%       0.86%  

Expenses net of expense reduction

     0.78% d     0.76%       0.78% d     0.82% d     0.86% d

Net investment income

     2.64%       1.64%       1.93%       1.81%       1.75%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 371,700     $ 406,538     $ 413,871     $ 779,347     $ 800,118  

Portfolio turnover rate

     18.37%       20.45%       20.29% e     22.16%       19.13%  

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

eExcludes the value of portfolio securities delivered as a result of a redemption in-kind.

 

The accompanying notes are an integral part of these financial statements.

 

TG-8


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Templeton Growth Securities Fund

 

     Year Ended December 31,  
Class 2    2008     2007     2006     2005     2004  
        

Per share operating performance

          

(for a share outstanding throughout the year)

          

Net asset value, beginning of year

   $ 15.44     $ 15.93     $ 13.81     $ 12.83     $ 11.19  
        

Income from investment operationsa:

          

Net investment incomeb

     0.29       0.22       0.24       0.20       0.17  

Net realized and unrealized gains (losses)

     (6.44 )     0.20       2.63       0.93       1.61  
        

Total from investment operations

     (6.15 )     0.42       2.87       1.13       1.78  
        

Less distributions from:

          

Net investment income

     (0.22 )     (0.22 )     (0.20 )     (0.15 )     (0.14 )

Net realized gains

     (0.87 )     (0.69 )     (0.55 )            
        

Total distributions

     (1.09 )     (0.91 )     (0.75 )     (0.15 )     (0.14 )
        

Net asset value, end of year

   $ 8.20     $ 15.44     $ 15.93     $ 13.81     $ 12.83  
        

Total returnc

     (42.32)%       2.35%       21.81%       8.86%       16.03%  

Ratios to average net assets

          

Expenses before expense reduction

     1.03%       1.02%       1.03%       1.07%       1.11%  

Expenses net of expense reduction

     1.03% d     1.01%       1.03% d     1.07% d     1.11% d

Net investment income

     2.39%       1.39%       1.68%       1.56%       1.50%  

Supplemental data

          

Net assets, end of year (000’s)

   $ 1,513,557     $ 3,182,203     $ 2,821,818     $ 1,912,825     $ 1,189,112  

Portfolio turnover rate

     18.37%       20.45%       20.29% e     22.16%       19.13%  

 

 

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.

cTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle.

dBenefit of expense reduction rounds to less than 0.01%.

eExcludes the value of portfolio securities delivered as a result of a redemption in-kind.

 

The accompanying notes are an integral part of these financial statements.

 

TG-9


Franklin Templeton Variable Insurance Products Trust

 

Financial Highlights (continued)

 

Templeton Growth Securities Fund

 

     Period Ended
December 31,
 
Class 4    2008a  
        

Per share operating performance

  

(for a share outstanding throughout the period)

  

Net asset value, beginning of period

   $ 14.08  
        

Income from investment operationsb:

  

Net investment incomec

     0.09  

Net realized and unrealized gains (losses)

     (4.73 )
        

Total from investment operations

     (4.64 )
        

Less distributions from:

  

Net investment income

     (0.26 )

Net realized gains

     (0.87 )
        

Total distributions

     (1.13 )
        

Net asset value, end of period

   $ 8.31  
        

Total returnd

     (35.79)%  

Ratios to average net assetse

  

Expensesf

     1.13%  

Net investment income

     2.29%  

Supplemental data

  

Net assets, end of period (000’s)

   $ 24,877  

Portfolio turnover rate

     18.37%  

 

aFor the period February 29, 2008 (effective date) to December 31, 2008.

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.

dTotal return does not include any fees, charges or expenses imposed by the variable annuity and life insurance contracts for which the Franklin Templeton Variable Insurance Products Trust serves as an underlying investment vehicle. Total 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%.

 

The accompanying notes are an integral part of these financial statements.

 

TG-10


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008

 

Templeton Growth Securities Fund    Country      Shares      Value

Common Stocks 94.0%

            

Aerospace & Defense 0.2%

            

BAE Systems PLC

   United Kingdom      855,110      $ 4,705,349

aBAE Systems PLC, 144A

   United Kingdom      369        2,030
                
               4,707,379
                

Air Freight & Logistics 3.7%

            

Deutsche Post AG

   Germany      1,087,062        17,944,058

FedEx Corp.

   United States      243,460        15,617,959

United Parcel Service Inc., B

   United States      657,270        36,255,013
                
               69,817,030
                

Auto Components 0.2%

            

Valeo SA

   France      202,767        2,994,776
                

Automobiles 1.9%

            

Bayerische Motoren Werke AG

   Germany      384,737        11,819,371

Harley-Davidson Inc.

   United States      299,480        5,082,176

Hyundai Motor Co. Ltd.

   South Korea      268,950        8,411,342

Toyota Motor Corp.

   Japan      314,300        10,381,642
                
               35,694,531
                

Beverages 0.5%

            

bDr. Pepper Snapple Group Inc.

   United States      634,020        10,302,825
                

Biotechnology 3.1%

            

bAmgen Inc.

   United States      1,032,850        59,647,087
                

Building Products 0.1%

            

bUSG Corp.

   United States      272,940        2,194,438
                

Capital Markets 0.5%

            

bUBS AG

   Switzerland      725,948        10,088,087
                

Commercial Banks 5.1%

            

HSBC Holdings PLC

   United Kingdom      2,724,013        25,903,816

ICICI Bank Ltd., ADR

   India      23,067        444,040

Intesa Sanpaolo SpA

   Italy      5,720,440        20,297,187

bKB Financial Group Inc.

   South Korea      426,140        11,370,481

Mitsubishi UFJ Financial Group Inc.

   Japan      1,535,570        9,643,301

Shinsei Bank Ltd.

   Japan      4,530,000        7,163,795

Sumitomo Mitsui Financial Group Inc.

   Japan      201,400        8,716,954

UniCredit SpA

   Italy      6,063,647        14,795,502
                
                    98,335,076
                

Commercial Services & Supplies 0.1%

            

Pitney Bowes Inc.

   United States      95,140        2,424,167
                

Communications Equipment 1.1%

            

bCisco Systems Inc.

   United States      815,590        13,294,117

Telefonaktiebolaget LM Ericsson, B

   Sweden      952,704        7,164,470
                
               20,458,587
                

Computers & Peripherals 0.4%

            

Seagate Technology

   United States      1,916,898        8,491,858
                

Construction Materials 0.3%

            

CRH PLC

   Ireland      216,030        5,437,346
                

Consumer Finance 0.3%

            

American Express Co.

   United States      359,270        6,664,458
                

 

TG-11


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Growth Securities Fund    Country      Shares      Value

Common Stocks (continued)

            

Diversified Financial Services 0.7%

            

ING Groep NV

   Netherlands      1,279,530      $ 13,114,593
                

Diversified Telecommunication Services 6.4%

            

Belgacom

   Belgium      233,162        8,910,412

France Telecom SA

   France      1,428,670        39,874,278

KT Corp., ADR

   South Korea      862,201        12,648,489

Singapore Telecommunications Ltd.

   Singapore      12,064,000        21,475,183

Telefonica SA

   Spain      806,850        17,882,261

Telekom Austria AG

   Austria      793,940        11,434,713

Telenor ASA

   Norway      1,478,027        9,839,558
                
               122,064,894
                

Electronic Equipment, Instruments & Components 1.4%

            

bFlextronics International Ltd.

   Singapore      641,110        1,641,242

FUJIFILM Holdings Corp.

   Japan      512,810        11,438,553

Tyco Electronics Ltd.

   United States      847,788        13,742,643
                
               26,822,438
                

Energy Equipment & Services 0.4%

            

Aker Solutions ASA

   Norway      559,800        3,622,077

SBM Offshore NV

   Netherlands      243,430        3,182,289
                
               6,804,366
                

Food & Staples Retailing 0.2%

            

Tesco PLC

   United Kingdom      636,580        3,347,125
                

Food Products 2.3%

            

Nestle SA

   Switzerland      860,340        33,514,509

Unilever NV

   Netherlands      462,727        11,219,520
                
               44,734,029
                

Health Care Equipment & Supplies 2.4%

            

bBoston Scientific Corp.

   United States      3,115,270        24,112,190

Covidien Ltd.

   United States      594,418        21,541,708

Olympus Corp.

   Japan      800        16,002
                
               45,669,900
                

Hotels, Restaurants & Leisure 1.4%

            

Accor SA

   France      163,390        8,021,520

Compass Group PLC

   United Kingdom      3,665,779        18,417,944
                
               26,439,464
                

Industrial Conglomerates 5.6%

            

General Electric Co.

   United States      2,123,410        34,399,242

Koninklijke Philips Electronics NV

   Netherlands      749,828        14,500,541

Siemens AG

   Germany      602,004        44,437,683

Tyco International Ltd.

   United States      594,418        12,839,429
                
                  106,176,895
                

Insurance 4.3%

            

ACE Ltd.

   United States      92,930        4,917,856

American International Group Inc.

   United States      1,023,745        1,607,280

Aviva PLC

   United Kingdom      3,808,161        21,691,837

Muenchener Rueckversicherungs-Gesellschaft AG

   Germany      95,260        14,592,286

Old Mutual PLC

   United Kingdom      7,445,420        5,980,924

Progressive Corp.

   United States      952,720        14,109,783

 

TG-12


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Growth Securities Fund    Country      Shares      Value

Common Stocks (continued)

            

Insurance (continued)

            

Standard Life PLC

   United Kingdom      2,544,192      $ 7,506,157

Torchmark Corp.

   United States      253,277        11,321,482
                
               81,727,605
                

Internet & Catalog Retail 0.3%

            

bExpedia Inc.

   United States      694,780        5,724,987
                

IT Services 2.6%

            

Accenture Ltd., A

   United States      1,524,537        49,989,568
                

Media 10.3%

            

Comcast Corp., A

   United States      2,085,382        33,678,919

News Corp., A

   United States      3,701,922        33,650,471

Pearson PLC

   United Kingdom      1,618,498        15,152,581

Reed Elsevier NV

   Netherlands      1,161,545        13,675,667

Time Warner Inc.

   United States      3,275,372        32,950,242

bViacom Inc., B

   United States      1,325,938        25,272,378

Vivendi SA

   France      1,274,080        41,447,670
                
                  195,827,928
                

Multiline Retail 0.2%

            

Target Corp.

   United States      101,560        3,506,867
                

Office Electronics 0.7%

            

Konica Minolta Holdings Ltd.

   Japan      1,733,800        13,479,244
                

Oil, Gas & Consumable Fuels 8.9%

            

BP PLC

   United Kingdom      6,136,895        47,146,652

El Paso Corp.

   United States      2,309,384        18,082,477

Eni SpA

   Italy      863,977        20,223,578

Gazprom, ADR

   Russia      475,980        6,782,715

Royal Dutch Shell PLC, B

   United Kingdom      1,421,805        35,821,647

Total SA, B

   France      785,470        42,735,737
                
               170,792,806
                

Paper & Forest Products 1.3%

            

International Paper Co.

   United States      176,843        2,086,747

Svenska Cellulosa AB, B

   Sweden      999,463        8,532,313

UPM-Kymmene OYJ

   Finland      1,087,262        13,682,867
                
               24,301,927
                

Pharmaceuticals 11.7%

            

GlaxoSmithKline PLC

   United Kingdom      2,260,033        42,399,946

Merck & Co. Inc.

   United States      647,601        19,687,070

Merck KGaA

   Germany      234,690        21,173,337

Novartis AG

   Switzerland      762,074        37,607,735

Pfizer Inc.

   United States      3,182,513        56,362,305

Roche Holding AG

   Switzerland      38,100        5,797,594

Sanofi-Aventis

   France      640,537        40,663,096
                
               223,691,083
                

Professional Services 0.8%

            

Adecco SA

   Switzerland      261,060        8,746,818

Randstad Holding NV

   Netherlands      339,150        6,900,097
                
               15,646,915
                

 

TG-13


Franklin Templeton Variable Insurance Products Trust

 

Statement of Investments, December 31, 2008 (continued)

 

Templeton Growth Securities Fund    Country      Shares      Value

Common Stocks (continued)

            

Real Estate Management & Development 0.9%

            

Cheung Kong (Holdings) Ltd.

   Hong Kong        1,199,833      $ 11,347,805

Swire Pacific Ltd., A

   Hong Kong        857,546        5,903,084
                
               17,250,889
                

Semiconductors & Semiconductor Equipment 2.1%

            

Samsung Electronics Co. Ltd.

   South Korea        80,600        28,781,156

Taiwan Semiconductor Manufacturing Co. Ltd.

   Taiwan        8,673,261        11,749,589
                
               40,530,745
                

Software 7.3%

            

Microsoft Corp.

   United States        3,141,819        61,076,961

bOracle Corp.

   United States        3,491,900        61,911,387

SAP AG

   Germany        448,750        15,715,416
                
               138,703,764
                

Specialty Retail 0.9%

            

Kingfisher PLC

   United Kingdom        8,525,765        16,810,613
                

Trading Companies & Distributors 0.2%

            

Wolseley PLC

   United Kingdom        641,644        3,598,668
                

Wireless Telecommunication Services 3.2%

            

SK Telecom Co. Ltd.

   South Korea        51,673        8,550,797

SK Telecom Co. Ltd., ADR

   South Korea        108,491        1,972,366

bSprint Nextel Corp.

   United States        2,792,710        5,110,659

Turkcell Iletisim Hizmetleri AS

   Turkey        465,865        2,646,101

Turkcell Iletisim Hizmetleri AS, ADR

   Turkey        246,000        3,586,680

Vodafone Group PLC

   United Kingdom        19,128,624        38,834,254
                
               60,700,857
                

Total Common Stocks (Cost $2,652,365,043)

               1,794,715,815
                
            Principal
Amount
      

Short Term Investments 3.1%

            

U.S. Government and Agency Securities 3.1%

            

cFHLB, 1/02/09 - 1/23/09

   United States      $ 40,000,000        40,000,185

cFHLMC, 1/05/09 - 2/17/09

   United States        19,500,000        19,500,294
                

Total U.S. Government and Agency Securities (Cost $59,483,258)

               59,500,479
                

Total Investments (Cost $2,711,848,301) 97.1%

               1,854,216,294

Other Assets, less Liabilities 2.9%

               55,917,932
                

Net Assets 100.0%

             $ 1,910,134,226
                

 

See Abbreviations on page TG-23.

 

aSecurity 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 Trust’s Board of Trustees. At December 31, 2008, the value of this security was $2,030, representing less than 0.01% of net assets.

bNon-income producing for the twelve months ended December 31, 2008.

cThe security is traded on a discount basis with no stated coupon rate.

 

The accompanying notes are an integral part of these financial statements.

 

TG-14


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements

 

Statement of Assets and Liabilities

December 31, 2008

 

     Templeton
Growth
Securities Fund
 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

   $ 2,711,848,301  
        

Value - Unaffiliated issuers

   $ 1,854,216,294  

Cash

     47,849,554  

Receivables:

  

Investment securities sold

     5,821,980  

Capital shares sold

     529,801  

Dividends

     4,395,918  
        

Total assets

     1,912,813,547  
        

Liabilities:

  

Payables:

  

Capital shares redeemed

     394,065  

Affiliates

     1,795,596  

Custodian fees

     134,424  

Reports to shareholders

     280,253  

Accrued expenses and other liabilities

     74,983  
        

Total liabilities

     2,679,321  
        

Net assets, at value

   $ 1,910,134,226  
        

Net assets consist of:

  

Paid-in capital

   $ 2,867,586,636  

Undistributed net investment income

     66,917,204  

Net unrealized appreciation (depreciation)

     (857,689,536 )

Accumulated net realized gain (loss)

     (166,680,078 )
        

Net assets, at value

   $ 1,910,134,226  
        

Class 1:

  

Net assets, at value

   $ 371,699,674  
        

Shares outstanding

     44,589,618  
        

Net asset value and maximum offering price per share

   $ 8.34  
        

Class 2:

  

Net assets, at value

   $ 1,513,557,240  
        

Shares outstanding

     184,544,831  
        

Net asset value and maximum offering price per share

   $ 8.20  
        

Class 4:

  

Net assets, at value

   $ 24,877,312  
        

Shares outstanding

     2,993,116  
        

Net asset value and maximum offering price per share

   $ 8.31  
        

 

The accompanying notes are an integral part of these financial statements.

 

TG-15


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statement of Operations

for the year ended December 31, 2008

 

     Templeton
Growth
Securities Fund
 

Investment income:

  

Dividends (net of foreign taxes of $8,231,165)

   $ 91,626,287  

Interest (net of foreign taxes of $52)

     2,308,509  
        

Total investment income

     93,934,796  
        

Expenses:

  

Management fees (Note 3a)

     20,380,903  

Distribution fees: (Note 3c)

  

Class 2

     5,869,971  

Class 4

     29,380  

Unaffiliated transfer agent fees

     2,736  

Custodian fees (Note 4)

     380,599  

Reports to shareholders

     378,034  

Professional fees

     70,874  

Trustees’ fees and expenses

     14,779  

Other

     94,086  
        

Total expenses

     27,221,362  

Expense reductions (Note 4)

     (3,452 )
        

Net expenses

     27,217,910  
        

Net investment income

     66,716,886  
        

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments

     (164,798,982 )

Foreign currency transactions

     16,654  
        

Net realized gain (loss)

     (164,782,328 )
        

Net change in unrealized appreciation (depreciation) on:

  

Investments

     (1,357,934,332 )

Translation of other assets and liabilities denominated in foreign currencies

     (70,178 )
        

Net change in unrealized appreciation (depreciation)

     (1,358,004,510 )
        

Net realized and unrealized gain (loss)

     (1,522,786,838 )
        

Net increase (decrease) in net assets resulting from operations

   $ (1,456,069,952 )
        

 

The accompanying notes are an integral part of these financial statements.

 

TG-16


Franklin Templeton Variable Insurance Products Trust

 

Financial Statements (continued)

 

Statements of Changes in Net Assets

 

     Templeton Growth
Securities Fund
 
     Year Ended December 31,  
     2008     2007  
        

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 66,716,886     $ 50,480,325  

Net realized gain (loss) from investments and foreign currency transactions

     (164,782,328 )     193,275,854  

Net change in unrealized appreciation (depreciation) on investments and translation of other assets and liabilities denominated in foreign currencies

     (1,358,004,510 )     (172,736,594 )
        

Net increase (decrease) in net assets resulting from operations

     (1,456,069,952 )     71,019,585  
        

Distributions to shareholders from:

    

Net investment income:

    

Class 1

     (7,929,338 )     (5,889,701 )

Class 2

     (42,575,426 )     (42,446,708 )

Class 4

     (69,174 )      

Net realized gains:

    

Class 1

     (26,359,362 )     (16,577,798 )

Class 2

     (167,773,428 )     (135,434,521 )

Class 4

     (229,952 )      
        

Total distributions to shareholders

     (244,936,680 )     (200,348,728 )
        

Capital share transactions: (Note 2)

    

Class 1

     216,063,635       4,489,795  

Class 2

     (225,196,478 )     477,890,822  

Class 4

     31,532,804        
        

Total capital share transactions

     22,399,961       482,380,617  
        

Net increase (decrease) in net assets

     (1,678,606,671 )     353,051,474  

Net assets:

    

Beginning of year

     3,588,740,897       3,235,689,423  
        

End of year

   $ 1,910,134,226     $ 3,588,740,897  
        

Undistributed net investment income included in net assets:

    

End of year

   $ 66,917,204     $ 50,572,388  
        

 

The accompanying notes are an integral part of these financial statements.

 

TG-17


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements

 

Templeton Growth Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Franklin Templeton Variable Insurance Products Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as an open-end investment company, consisting of twenty-three separate funds. The Templeton Growth Securities Fund (Fund) is included in this report. The financial statements of the remaining funds in the Trust are presented separately. Shares of the Fund are sold only to insurance company separate accounts to fund the benefits of variable life insurance policies or variable annuity contracts. The Fund offers three classes of shares: Class 1, Class 2 and Class 4. Effective February 29, 2008, the Fund began offering a new class of shares, Class 4. Each class of shares differs by its distribution fees, voting rights on matters affecting a single class and its exchange privilege.

 

The following summarizes the Fund’s significant accounting policies.

 

a. Security Valuation

 

Securities listed on a securities 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. Over-the-counter securities and listed securities for which there is no reported sale 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.

 

Government securities generally trade in the over-the-counter market rather than on a securities exchange. The Trust may utilize independent pricing services, quotations from bond dealers, and information with respect to bond and note transactions, to assist in determining a current market value for each security. The Trust’s pricing services may use valuation models or matrix pricing which considers information with respect to comparable bond and note transactions, quotations from bond dealers, or by reference to other securities that are considered comparable in such characteristics as rating, interest rate and maturity date, option adjusted spread models, prepayment projections, interest rate spreads and yield curves, to determine current value.

 

Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined.

 

The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the Fund. The investment manager 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 Depository 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. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. At December 31, 2008, a portion of the securities held by the Fund were fair valued. All security valuation procedures are approved by the Trust’s Board of Trustees.

 

b. Foreign Currency Translation

 

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar

 

TG-18


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Growth Securities Fund

 

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 Trust’s Board of Trustees.

 

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. Foreign Currency Contracts

 

When the Fund purchases or sells foreign securities it may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations.

 

The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities.

 

d. Income Taxes

 

No provision has been made for U.S. income taxes because it is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains.

 

Foreign securities held by the Fund may be subject to foreign taxation on dividend and interest income received. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests.

 

The Fund has reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years and as of December 31, 2008, and has determined that no provision for income tax is required in the Fund’s financial statements.

 

e. Security Transactions, Investment Income, Expenses and Distributions

 

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividend income is recorded on the ex-dividend date except 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.

 

TG-19


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Growth Securities Fund

 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

 

e. Security Transactions, Investment Income, Expenses and Distributions (continued)

 

Common expenses incurred by the Trust are allocated among the funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense.

 

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.

 

f. 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.

 

g. Guarantees and Indemnifications

 

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

 

2. SHARES OF BENEFICIAL INTEREST

 

At December 31, 2008, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

     Year Ended December 31,  
     2008a     2007  
Class 1 Shares:    Shares     Amount     Shares     Amount  

Shares sold

   22,693,927     $ 256,698,452     3,270,092     $ 52,030,675  

Shares issued in reinvestment of distributions

   2,666,306       34,288,699     1,362,492       22,467,499  

Shares redeemed

   (6,697,989 )     (74,923,516 )   (4,322,603 )     (70,008,379 )
        

Net increase (decrease)

   18,662,244     $ 216,063,635     309,981     $ 4,489,795  
        
Class 2 Shares:                         

Shares sold

   11,250,052     $ 134,476,026     40,286,926     $ 647,823,344  

Shares issued in reinvestment of distributions

   16,568,591       209,924,044     10,921,155       177,577,983  

Shares redeemed

   (49,397,331 )     (569,596,548 )   (22,199,545 )     (347,510,505 )
        

Net increase (decrease)

   (21,578,688 )   $ (225,196,478 )   29,008,536     $ 477,890,822  
        
Class 4 Shares:                         

Shares sold

   2,983,902     $ 31,388,775      

Shares issued on reinvestment of distributions

   23,247       298,725      

Shares redeemed

   (14,033 )     (154,696 )    
                    

Net increase (decrease)

   2,993,116     $ 31,532,804      
                    

 

aFor

the period February 29, 2008 (effective date) to December 31, 2008 for Class 4.

 

TG-20


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Growth Securities Fund

 

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 trustees of the Trust are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Templeton Global Advisors Limited (TGAL)

   Investment manager

Templeton Asset Management Ltd. (TAML)

   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
1.000%   

Up to and including $100 million

0.900%   

Over $100 million, up to and including $250 million

0.800%   

Over $250 million, up to and including $500 million

0.750%   

Over $500 million, up to and including $1 billion

0.700%   

Over $1 billion, up to and including $5 billion

0.675%   

Over $5 billion, up to and including $10 billion

0.655%   

Over $10 billion, up to and including $15 billion

0.635%   

Over $15 billion, up to and including $20 billion

0.615%   

In excess of $20 billion

 

Under a subadvisory agreement, TAML, an affiliate of TGAL, provides subadvisory services to the Fund and receives from TGAL fees based on the average daily net assets of the Fund.

 

b. Administrative Fees

 

Under an agreement with TGAL, FT Services provides administrative services to the Fund. The fee is paid by TGAL based on average daily net assets, and is not an additional expense of the Fund.

 

c. Distribution Fees

 

The Fund’s Board of Trustees has adopted distribution plans for Class 2 and Class 4 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s 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 0.35% per year of its average daily net assets of each class. The Board of Trustees has agreed to limit the current rate to 0.25% per year for Class 2.

 

d. Transfer Agent Fees

 

Investor Services, under terms of an agreement, performs shareholder servicing for the Fund and is not paid by the Fund for the services.

 

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 year ended December 31, 2008, the custodian fees were reduced as noted in the Statement of Operations.

 

TG-21


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Growth Securities Fund

 

5. INCOME TAXES

 

For tax purposes, capital losses may be carried over to offset future capital gains, if any. At December 31, 2008, the Fund had tax basis capital losses of $103,405,910 expiring in 2016.

 

For tax purposes, realized capital losses and realized currency losses occurring subsequent to October 31, may be deferred and treated as occurring on the first day of the following fiscal year. At December 31, 2008, the Fund deferred realized capital losses and realized currency losses of $63,077,397 and $196,772, respectively.

 

The tax character of distributions paid during the years ended December 31, 2008 and 2007, was as follows:

 

     2008    2007

Distributions paid from:

     

Ordinary Income

   $ 58,650,253    $ 60,581,663

Long term capital gain

     186,286,427      139,767,065
      
   $ 244,936,680    $ 200,348,728
      

 

At December 31, 2008, the cost of investments, net unrealized appreciation (depreciation) and undistributed ordinary income for income tax purposes were as follows:

 

Cost of investments

   $ 2,711,848,301  
        

Unrealized appreciation

   $ 60,366,692  

Unrealized depreciation

     (917,998,699 )
        

Net unrealized appreciation (depreciation)

   $ (857,632,007 )
        

Distributable earnings – undistributed ordinary income

   $ 66,906,227  
        

 

Net investment income and net realized gains (losses) differs for financial statement and tax purposes primarily due to differing treatments of foreign currency transactions.

 

6. INVESTMENT TRANSACTIONS

 

Purchases and sales of investments (excluding short term securities) for the year ended December 31, 2008, aggregated $490,709,864 and $545,996,936, 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. FAIR VALUE MEASUREMENTS

 

The Fund adopted Financial Accounting Standards Board (FASB) Statement No. 157, “Fair Value Measurement” (SFAS 157), on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Fund has determined that the implementation of SFAS 157 did not have a material impact on the Fund’s financial statements.

 

TG-22


Franklin Templeton Variable Insurance Products Trust

 

Notes to Financial Statements (continued)

 

Templeton Growth Securities Fund

 

8. FAIR VALUE MEASUREMENTS (continued)

 

SFAS 157 establishes 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 investments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical securities

   

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

   

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

 

The following is a summary of the inputs used as of December 31, 2008, in valuing the Fund’s assets carried at fair value:

 

     Level 1    Level 2    Level 3    Total

Assets:

           

Investments in Securities

   $ 1,733,876,324    $ 120,339,970    $   —    $ 1,854,216,294

 

9. NEW ACCOUNTING PRONOUNCEMENT

 

In March 2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Fund is currently evaluating the impact, if any, of applying the various provisions of SFAS 161.

 

10. SUBSEQUENT EVENT

 

On January 23, 2009, the Fund entered into, along with other funds managed by Franklin Templeton Investments (individually, “Borrower”; collectively “Borrowers”), a $725 million senior unsecured syndicated global line of credit (“Global Credit Facility”) to provide a source of funds to the Borrowers for temporary and emergency purposes and to meet future unanticipated or unusually large redemption requests.

 

Under the terms of the Global Credit Facility, each Borrower has agreed to pay its proportionate share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility.

 

 

 

ABBREVIATIONS

 

Selected Portfolio

ADR - American Depository Receipt

FHLB - Federal Home Loan Bank

FHLMC - Federal Home Loan Mortgage Corp.

 

TG-23


Franklin Templeton Variable Insurance Products Trust

 

Templeton Growth Securities Fund

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees and Shareholders of

Franklin Templeton Variable Insurance Products Trust

 

In our opinion, the accompanying statement of assets and liabilities, including the statement of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Templeton Growth Securities Fund (one of the funds constituting the Franklin Templeton Variable Insurance Products Trust, hereafter referred to as the “Fund”) at December 31, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2008 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

San Francisco, California

February 10, 2009

 

TG-24


Franklin Templeton Variable Insurance Products Trust

 

Tax Designation (unaudited)

 

Templeton Growth Securities Fund

 

Under Section 852(b)(3)(C) of the Internal Revenue Code (Code), the Fund designates the maximum amount allowable but no less than $186,286,427 as a long term capital gain dividend for the fiscal year ended December 31, 2008.

 

Under Section 854(b)(2) of the Code, the Fund designates 28.81% of the ordinary income dividends as income qualifying for the dividends received deduction for the fiscal year ended December 31, 2008.

 

At December 31, 2008, more than 50% of the Fund’s total assets were invested in securities of foreign issuers. In most instances, foreign taxes were withheld from income paid to the Fund on these investments. The Fund elects to treat foreign taxes paid as allowed under Section 853 of the Code. This election will allow shareholders of record as of the 2009 distribution date, to treat their proportionate share of foreign taxes paid by the Fund as having been paid directly by them. The shareholder shall consider these amounts as foreign taxes paid in the tax year in which they receive the Fund distribution.

 

TG-25


INDEX DESCRIPTIONS

 

The indexes are unmanaged and include reinvested distributions.

 

Barclays Capital (BC) U.S. Aggregate Index represents securities that are SEC-registered, taxable and dollar denominated. The index covers the U.S. investment grade fixed-rate bond market, with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities. All issues included must have at least one year to final maturity and must be rated investment grade (Baa3 or better) by Moody’s Investors Service. They must also be dollar denominated and nonconvertible. Total return includes price appreciation/depreciation and income as a percentage of the original investment. The index is rebalanced monthly by market capitalization.

 

Barclays Capital (BC) U.S. Government: Intermediate Index is the intermediate component of the BC U.S. Government Index. The index includes securities issued by the U.S. government or agency. These include obligations of the U.S. Treasury with remaining maturity of one year or more and publicly issued debt of U.S. governmental agencies, quasi-federal corporations, and corporate or foreign debt guaranteed by the U.S. government.

 

Bloomberg World Communications Index is a market capitalization-weighted index designed to measure equity performance of the communications sector of the Bloomberg World Index.

 

Consumer Price Index (CPI), calculated by the U.S. Bureau of Labor Statistics, is a commonly used measure of the inflation rate.

 

Credit Suisse (CS) High Yield Index is designed to mirror the investible universe of the U.S. dollar-denominated high yield debt market.

 

Dow Jones Industrial Average (the Dow) is price weighted based on the average market price of 30 blue chip stocks of companies that are generally industry leaders.

 

J.P. Morgan (JPM) Government Bond Index (GBI) Global tracks total returns for liquid, fixed-rate, domestic government bonds with maturities greater than one year issued by developed countries globally.

 

Lipper Multi-Sector Income Funds Classification Average is an equally weighted average calculation of performance figures for all funds within the Lipper Multi-Sector Income Funds classification in the Lipper Open-End underlying funds universe. Lipper Multi-Sector Income Funds are defined as funds that seek current income by allocating assets among different fixed income securities sectors (not primarily in one sector except for defensive purposes), including U.S. and foreign governments, with a significant portion rated below investment grade. For the 12-month period ended 12/31/08, there were 151 funds in this category. Lipper calculations do not include contract fees, expenses or sales charges, and may have been different if such charges had been considered.

 

Lipper VIP Equity Income Funds Classification Average is an equally weighted average calculation of performance figures for all funds within the Lipper Equity Income Funds classification in the Lipper VIP underlying funds universe. Lipper Equity Income Funds seek relatively high current income and growth of income through investing 65% or more of their portfolios in equities. For the 12-month period ended 12/31/08, there were 69 funds in this category. Lipper calculations do not include contract fees, expenses or sales charges, and may have been different if such charges had been considered.

 

Lipper VIP General Bond Funds Classification Average is an equally weighted average calculation of performance figures for all funds within the Lipper General Bond Funds classification in the Lipper VIP underlying funds universe. Lipper General Bond Funds do not have any quality or maturity restrictions, and tend to keep a bulk of assets in corporate and government debt issues. For the 12-month period ended 12/31/08, there were 59 funds in this category. Lipper calculations do not include contract fees, expenses or sales charges, and may have been different if such charges had been considered.

 

Lipper VIP General U.S. Government Funds Classification Average is an equally weighted average calculation of performance figures for all funds within the Lipper U.S. Government Funds classification in the Lipper VIP underlying funds universe. Lipper U.S. Government Funds invest primarily in U.S. government and agency issues. For the 12-month period ended 12/31/08, there were 68 funds in this category. Lipper calculations do not include contract fees, expenses or sales charges, and may have been different if such charges had been considered.

 

Lipper VIP High Current Yield Funds Classification Average is an equally weighted average calculation of performance figures for all funds within the Lipper High Current Yield Funds in the Lipper VIP underlying funds universe. Lipper High Current Yield Funds aim at high (relative) current yield from fixed income securities, have no quality or maturity restrictions, and tend to invest in lower grade debt issues. For the 12-month period ended 12/31/08, there were 103 funds in this category. Lipper calculations do not include contract fees, expenses or sales charges, and may have been different if such charges had been considered.

 

I-1


Merrill Lynch (ML) 2- and 5-Year Zero Coupon Bond Indexes include zero coupon bonds that pay no interest and are issued at a discount from redemption price.

 

Morgan Stanley Capital International (MSCI) All Country (AC) World Index is a free float-adjusted, market capitalization-weighted index designed to measure equity market performance in global developed and emerging markets.

 

Morgan Stanley Capital International (MSCI) Emerging Markets (EM) Index is a free float-adjusted, market capitalization-weighted index designed to measure equity market performance in global emerging markets.

 

Morgan Stanley Capital International (MSCI) Europe, Australasia, Far East (EAFE) Index is a free float-adjusted, market capitalization-weighted index designed to measure equity market performance in global developed markets excluding the U.S. and Canada.

 

Morgan Stanley Capital International (MSCI) World Index is a free float-adjusted, market capitalization-weighted index designed to measure equity market performance in global developed markets.

 

NASDAQ Composite Index measures all NASDAQ domestic and international based common type stocks listed on The NASDAQ Stock Market. The index is market value weighted and includes more than 3,000 companies.

 

Russell 1000® Growth Index is market capitalization weighted and measures performance of those Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values.

 

Russell 1000 Index is market capitalization weighted and measures performance of the 1,000 largest companies in the Russell 3000 Index, which represent approximately 92% of total market capitalization of the Russell 3000 Index.

 

Russell 1000 Value Index is market capitalization weighted and measures performance of those Russell 1000 Index companies with lower price-to-book ratios and lower forecasted growth values.

 

Russell 2500™ Index is market capitalization weighted and measures performance of the 2,500 smallest companies in the Russell 3000 Index, which represent approximately 17% of total market capitalization of the Russell 3000 Index.

 

Russell 2500 Value Index is market capitalization weighted and measures performance of those Russell 2500 Index companies with lower price-to-book ratios and lower forecasted growth values.

 

Russell 3000® Growth Index is market capitalization weighted and measures performance of those Russell 3000 Index companies with higher price-to-book ratios and higher forecasted growth values.

 

Russell 3000 Index is market capitalization weighted and measures performance of the 3,000 largest U.S. companies based on total market capitalization, which represent approximately 98% of the investible U.S. equity market.

 

Russell Midcap® Growth Index is market capitalization weighted and measures performance of those Russell Midcap Index companies with higher price-to-book ratios and higher forecasted growth values.

 

Russell Midcap Index is market capitalization weighted and measures performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 26% of total market capitalization of the Russell 1000 Index.

 

Standard & Poor’s 500 Index (S&P 500) consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock’s weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance.

 

Standard & Poor’s/Citigroup BMI Global REIT Index is designed to measure performance of the investible universe of publicly traded real estate investment trusts. Index constituents generally derive more than 60% of revenue from real estate development, management, rental, and/or direct investment in physical property and with local REIT or property trust tax status.

 

Standard & Poor’s/International Finance Corporation Investable (S&P/IFCI) Composite Index is a free float-adjusted, market capitalization-weighted index designed to measure equity performance in global emerging markets.

 

I-2


Board Members and Officers

 

The name, year of birth and address of the officers and board members, as well as their affiliations, positions held with the Trust, principal occupation during the past five years and number of portfolios overseen in the Franklin Templeton Investments fund complex are shown below. Generally, each board member serves until that person’s successor is elected and qualified.

 

Independent Board Members

 

Name, Year of Birth and Address    Position    Length of
Time Served
   Number of
Portfolios in Fund
Complex Overseen
by Board Member*
   Other Directorships Held

HARRIS J. ASHTON (1932)

One Franklin Parkway

San Mateo, CA 94403-1906

   Trustee    Since 1988    138    Bar-S Foods (meat packing company).

Principal Occupation During Past 5 Years:

Director of various companies; and formerly, Director, RBC Holdings, Inc. (bank holding company) (until 2002); and President, Chief Executive Officer and Chairman of the Board, General Host Corporation (nursery and craft centers) (until 1998).

ROBERT F. CARLSON (1928)

One Franklin Parkway

San Mateo, CA 94403-1906

   Trustee    Since 1998    115    None

Principal Occupation During Past 5 Years:

Retired; and formerly, Vice President, senior member and President, Board of Administration, California Public Employees Retirement Systems (CALPERS) (1971-2008); member and Chairman of the Board, Sutter Community Hospitals; member, Corporate Board, Blue Shield of California; and Chief Counsel, California Department of Transportation.

SAM GINN (1937)

One Franklin Parkway

San Mateo, CA 94403-1906

   Trustee    Since 2007    115    Chevron Corporation (global energy company) and ICO Global Communications (Holdings) Limited (satellite company).

Principal Occupation During Past 5 Years:

Private investor; and formerly, Chairman of the Board, Vodafone AirTouch, PLC (wireless company); Chairman of the Board and Chief Executive Officer, AirTouch Communications (cellular communications) (1993-1998) and Pacific Telesis Groups (telephone holding company) (1988-1994).

EDITH E. HOLIDAY (1952)

One Franklin Parkway

San Mateo, CA 94403-1906

   Trustee    Since 2005    138    Hess Corporation (exploration and refining of oil and gas), H.J. Heinz Company (processed foods and allied products), RTI International Metals, Inc. (manufacture and distribution of titanium), Canadian National Railway (railroad) and White Mountains Insurance Group, Ltd. (holding company).

Principal Occupation During Past 5 Years:

Director or Trustee of various companies and trusts; and formerly, Assistant to the President of the United States and Secretary of the Cabinet (1990-1993); General Counsel to the United States Treasury Department (1989-1990); and Counselor to the Secretary and Assistant Secretary for Public Affairs and Public Liaison-United States Treasury Department (1988-1989).

FRANK W.T. LAHAYE (1929)

One Franklin Parkway

San Mateo, CA 94403-1906

   Trustee    Since 1988    115    Center for Creative Land Recycling (brownfield redevelopment).

Principal Occupation During Past 5 Years:

General Partner, Las Olas L.P. (Asset Management); and formerly, Chairman, Peregrine Venture Management Company (venture capital).

 

BOD-1


Name, Year of Birth and Address    Position    Length of
Time Served
   Number of
Portfolios in Fund
Complex Overseen
by Board Member*
   Other Directorships Held

FRANK A. OLSON (1932)

One Franklin Parkway
San Mateo, CA 94403-1906

   Trustee    Since 2005    138    Hess Corporation (exploration and refining of oil and gas) and Sentient Jet (private jet service).

Principal Occupation During Past 5 Years:

Chairman Emeritus, The Hertz Corporation (car rental) (since 2000) (Chairman of the Board (1980-2000) and Chief Executive Officer (1977-1999)); and formerly, Chairman of the Board, President and Chief Executive Officer, UAL Corporation (airlines).

LARRY D. THOMPSON (1945)

One Franklin Parkway

San Mateo, CA 94403-1906

   Trustee    Since 2007    145    None

Principal Occupation During Past 5 Years:

Senior Vice President—Government Affairs, General Counsel and Secretary, PepsiCo, Inc. (consumer products); and formerly, Director, Delta Airlines (aviation) (2003-2005) and Providian Financial Corp. (credit card provider) (1997-2001); Senior Fellow of The Brookings Institution (2003-2004); Visiting Professor, University of Georgia School of Law (2004); and Deputy Attorney General, U.S. Department of Justice (2001-2003).

JOHN B. WILSON (1959)

One Franklin Parkway

San Mateo, CA 94403-1906

   Lead Independent Trustee    Trustee since 2007 and Lead Independent Trustee since 2008    115    None

Principal Occupation During Past 5 Years:

President and Founder, Hyannis Port Capital, Inc. (real estate and private equity investing); serves on private and non-profit boards; and formerly, Chief Operating Officer and Executive Vice President, Gap, Inc. (retail) (1996-2000); Chief Financial Officer and Executive Vice President—Finance and Strategy, Staples, Inc. (office supplies) (1992-1996); Senior Vice President—Corporate Planning, Northwest Airlines, Inc. (airlines) (1990-1992); and Vice President and Partner, Bain & Company (consulting firm) (1986-1990).

 

Interested Board Members and Officers

 

Name, Year of Birth and Address    Position    Length of
Time Served
   Number of
Portfolios in Fund
Complex Overseen
by Board Member*
   Other Directorships Held

**CHARLES B. JOHNSON (1933)

One Franklin Parkway

San Mateo, CA 94403-1906

   Trustee and Chairman of the Board    Since 1988    138    None

Principal Occupation During Past 5 Years:

Chairman of the Board, Member—Office of the Chairman and Director, Franklin Resources, Inc.; Director, Templeton Worldwide, Inc.; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 42 of the investment companies in Franklin Templeton Investments.

**RUPERT H. JOHNSON, JR. (1940)

One Franklin Parkway

San Mateo, CA 94403-1906

   Trustee, President and
Chief
Executive
Officer—
Investment Management
   Trustee since 1988 and President and Chief Executive Officer—Investment Management since 2002    53    None

Principal Occupation During Past 5 Years:

Vice Chairman, Member—Office of the Chairman and Director, Franklin Resources, Inc.; Director, Franklin Advisers, Inc. and Templeton Worldwide, Inc.; Senior Vice President, Franklin Advisory Services, LLC; and officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 44 of the investment companies in Franklin Templeton Investments.

 

BOD-2


Name, Year of Birth and Address    Position    Length of
Time Served
   Number of
Portfolios in Fund
Complex Overseen
by Board Member*
   Other Directorships Held

JENNIFER J. BOLT (1964)

One Franklin Parkway

San Mateo, CA 94403-1906

   Chief Executive Officer—Finance and Administration    Since
December 2008
   Not
Applicable
   Not Applicable

Principal Occupation During Past 5 Years:

Executive Vice President—Operations and Technology, Franklin Resources, Inc.; Director, Templeton Global Advisors Limited; officer and/or director, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments.

JAMES M. DAVIS (1952)

One Franklin Parkway

San Mateo, CA 94403-1906

   Chief Compliance Officer and Vice President—AML Compliance    Chief Compliance Officer since 2004 and Vice President—AML Compliance since 2006    Not
Applicable
   Not Applicable

Principal Occupation During Past 5 Years:

Director, Global Compliance, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and formerly, Director of Compliance, Franklin Resources, Inc. (1994-2001).

LAURA F. FERGERSON (1962)

One Franklin Parkway

San Mateo, CA 94403-1906

   Treasurer, Chief Financial Officer and Chief Accounting Officer    Treasurer since 2004, Chief Financial Officer and Chief Accounting Officer since February 2008    Not
Applicable
   Not Applicable

Principal Occupation During Past 5 Years:

Vice President, Franklin Templeton Services, LLC; officer of 46 of the investment companies in Franklin Templeton Investments; and formerly, Director and member of Audit and Valuation Committees, Runkel Funds, Inc. (2003-2004); Assistant Treasurer of most of the investment companies in Franklin Templeton Investments (1997-2003); and Vice President, Franklin Templeton Services, LLC (1997-2003).

JIMMY D. GAMBILL (1947)

500 East Broward Blvd.

Suite 2100 Fort Lauderdale, FL 33394-3091

   Vice President    Since
February 2008
   Not
Applicable
   Not Applicable

Principal Occupation During Past 5 Years:

President, Franklin Templeton Services, LLC; Senior Vice President, Templeton Worldwide, Inc.; and officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments.

DAVID P. GOSS (1947)

One Franklin Parkway

San Mateo, CA 94403-1906

   Vice President    Since 2000    Not
Applicable
   Not Applicable

Principal Occupation During Past 5 Years:

Senior Associate General Counsel, Franklin Templeton Investments; officer and/or director, as the case maybe, of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments.

KAREN L. SKIDMORE (1952)

One Franklin Parkway

San Mateo, CA 94403-1906

   Vice President and Secretary    Since 2006    Not
Applicable
   Not Applicable

Principal Occupation During Past 5 Years:

Senior Associate General Counsel, Franklin Templeton Investments; and officer of 30 of the investment companies in Franklin Templeton Investments.

 

BOD-3


Name, Year of Birth and Address    Position    Length of
Time Served
   Number of
Portfolios in Fund
Complex Overseen
by Board Member*
   Other Directorships Held

CRAIG S. TYLE (1960)

One Franklin Parkway

San Mateo, CA 94403-1906

   Vice President    Since 2005    Not
Applicable
   Not Applicable

Principal Occupation During Past 5 Years:

General Counsel and Executive Vice President, Franklin Resources, Inc.; officer of some of the other subsidiaries of Franklin Resources, Inc. and of 46 of the investment companies in Franklin Templeton Investments; and formerly, Partner, Shearman & Sterling, LLP (2004-2005); and General Counsel, Investment Company Institute (ICI) (1997-2004).

  *We base the number of portfolios on each separate series of the U.S. registered investment companies within the Franklin Templeton Investments fund complex. These portfolios have a common investment manager or affiliated investment managers.
**Charles B. Johnson and Rupert H. Johnson, Jr. are considered to be interested persons of the Trust under the federal securities laws due to their positions as officers and directors and major shareholders of Franklin Resources, Inc., which is the parent company of the Trust’s investment manager and distributor.

 

Note 1: Charles B. Johnson and Rupert H. Johnson, Jr. are brothers and the father and uncle, respectively, of Jennifer J. Bolt.

Note 2: Officer information is current as of the date of this report. It is possible that after this date, information about officers may change.

 

The Sarbanes-Oxley Act of 2002 and Rules adopted by the Securities and Exchange Commission require the Fund to disclose whether the Fund’s Audit Committee includes at least one member who is an audit committee financial expert within the meaning of such Act and Rules. The Fund’s Board has determined that there is at least one such financial expert on the Audit Committee and has designated John B. Wilson as its audit committee financial expert. The Board believes that Mr. Wilson qualifies as such an expert in view of his extensive business background and experience, including service as chief financial officer of Staples, Inc. from 1992 to 1996. Mr. Wilson has been a Member and Chairman of the Fund’s Audit Committee since 2006. As a result of such background and experience, the Board believes that Mr. Wilson has acquired an understanding of generally accepted accounting principles and financial statements, the general application of such principles in connection with the accounting estimates, accruals and reserves, and analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues generally comparable to those of the Fund, as well as an understanding of internal controls and procedures for financial reporting and an understanding of audit committee functions. Mr. Wilson is an independent Board member as that term is defined under the relevant Securities and Exchange Commission Rules and Releases.

 

 

The Statement of Additional Information (SAI) includes additional information about the board members and is available, without charge, upon request. Shareholders may call (800) 321-8563 or their insurance companies to request the SAI.

 

BOD-4


Franklin Templeton Variable Insurance Products Trust

 

Shareholder Information

 

 

Proxy Voting Policies and Procedures

 

The Trust’s investment manager has established Proxy Voting Policies and Procedures (Policies) that the Trust uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Trust’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, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Trust’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 Trust 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.

 

SI-1


LOGO  

One Franklin Parkway

San Mateo, CA 94403-1906

 

Annual Report

 

FRANKLIN TEMPLETON

VARIABLE INSURANCE PRODUCTS TRUST

 

Investment Managers

Franklin Advisers, Inc.

Franklin Advisory Services, LLC

Franklin Mutual Advisers, LLC

Franklin Templeton Institutional, LLC

Templeton Asset Management Ltd.

Templeton Global Advisors Limited

Templeton Investment Counsel, LLC

 

Fund Administrator

Franklin Templeton Services, LLC

 

Distributor

Franklin Templeton Distributors, Inc.

 

Franklin Templeton Variable Insurance Products Trust (FTVIP) shares are generally sold only to insurance company separate accounts (Separate Account) to serve as the investment vehicles for both variable annuity and variable life insurance contracts.

 

Authorized for distribution to investors in Separate Accounts only when accompanied or preceded by the current prospectus for the applicable contract, which includes the Separate Account and the FTVIP prospectuses. Investors should carefully consider a fund’s investment goals, risks, charges and expenses before investing. The prospectus contains this and other information; please read it carefully before investing.

 

To ensure the highest quality of service, telephone calls to or from our service departments may be monitored, recorded and accessed. These calls can be identified by the presence of a regular beeping tone.

 

FTVIP A2008 02/09


Item 2. Code of Ethics.

 

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

 

(c) N/A

 

(d) N/A

 

(f) Pursuant to Item 12(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.

 

Item 3. Audit Committee Financial Expert.

 

(a)    (1)   

The  Registrant has an audit committee financial expert serving on its audit committee.

   (2)    The audit committee financial expert is John B. Wilson and he is “independent” as defined under the relevant Securities and Exchange Commission Rules and Releases.


Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were $848,307 for the fiscal year ended December 31, 2008 and $851,956 for the fiscal year ended December 31, 2007.

(b) Audit-Related Fees

There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of Item 4.

There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance of the audit of their financial statements.

(c) Tax Fees

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning were $1,290 for the fiscal year ended December 31, 2008 and $0 for the fiscal year ended December 31, 2007. The services for which these fees were paid included tax compliance and advice.

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning were $4,000 for the fiscal year ended December 31, 2008 and $46,000 for the fiscal year ended December 31, 2007. The services for which these fees were paid included tax compliance and advice.

(d) All Other Fees

The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant not reported in paragraphs (a)-(c) of Item 4 were $25,925 for the fiscal year ended December 31, 2008 and $0 for the fiscal year ended December 31, 2007. The services for which these fees were paid included review of materials provided to the fund Board in connection with the investment management contract renewal process.

The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant other than services reported in paragraphs (a)-(c) of Item 4 were $258,152 for the fiscal year ended December 31, 2008


and $0 for the fiscal year ended December 31, 2007. The services for which these fees were paid included review of materials provided to the fund Board in connect with the investment management contract renewal process.

(e) (1) The registrant’s audit committee is directly responsible for approving the services to be provided by the auditors, including:

(i) pre-approval of all audit and audit related services;

(ii) pre-approval of all non-audit related services to be provided to the Fund by the auditors;

(iii) pre-approval of all non-audit related services to be provided to the registrant by the auditors to the registrant’s investment adviser or to any entity that controls, is controlled by or is under common control with the registrant’s investment adviser and that provides ongoing services to the registrant where the non-audit services relate directly to the operations or financial reporting of the registrant; and

(iv) establishment by the audit committee, if deemed necessary or appropriate, as an alternative to committee pre-approval of services to be provided by the auditors, as required by paragraphs (ii) and (iii) above, of policies and procedures to permit such services to be pre-approved by other means, such as through establishment of guidelines or by action of a designated member or members of the committee; provided the policies and procedures are detailed as to the particular service and the committee is informed of each service and such policies and procedures do not include delegation of audit committee responsibilities, as contemplated under the Securities Exchange Act of 1934, to management; subject, in the case of (ii) through (iv), to any waivers, exceptions or exemptions that may be available under applicable law or rules.

(e) (2) None of the services provided to the registrant described in paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.

(f) No disclosures are required by this Item 4(f).

(g) The aggregate non-audit fees paid to the principal accountant for services rendered by the principal accountant to the registrant and the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant were $289,367 for the fiscal year ended December 31, 2008 and $46,000 for the fiscal year ended December 31, 2007.

(h) The registrant’s audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.


Item 5. Audit Committee of Listed Registrants. 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 Companies and Affiliated Purchases. N/A

 

Item 10. Submission of Matters to a vote of Security Holders.

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that would require disclosure herein.

 

Item 11. Controls and Procedures.

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

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

(b) Changes in Internal Controls. There have been no significant changes in the Registrant’s internal controls or in other factors that


could significantly affect the internal controls 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 Jennifer J. Bolt, Chief Executive Officer – Finance and Administration, and Laura F. Fergerson, Chief Financial Officer and Chief Accounting Officer

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Jennifer J. Bolt, Chief Executive Officer – Finance and Administration, and Laura F. Fergerson, Chief Financial Officer and Chief Accounting Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST

 

By:  

/s/ JENNIFER J. BOLT

  Jennifer J. Bolt
  Chief Executive Officer – Finance and Administration
Date February 25, 2009

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/ JENNIFER J. BOLT

  Jennifer J. Bolt
  Chief Executive Officer – Finance and Administration
Date February 25, 2009
By:  

/s/ LAURA F. FERGERSON

  Laura F. Fergerson
  Chief Financial Officer and Chief Accounting Officer
Date February 25, 2009