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0000805664-11-000007.txt : 201105040000805664-11-000007.hdr.sgml : 2011050420110504153650ACCESSION NUMBER:0000805664-11-000007CONFORMED SUBMISSION TYPE:N-CSRSPUBLIC DOCUMENT COUNT:46CONFORMED PERIOD OF REPORT:20110228FILED AS OF DATE:20110504DATE AS OF CHANGE:20110504EFFECTIVENESS DATE:20110504

FILER:

COMPANY DATA:COMPANY CONFORMED NAME:TEMPLETON GROWTH FUND INCCENTRAL INDEX KEY:0000805664IRS NUMBER:592745039STATE OF INCORPORATION:MDFISCAL YEAR END:0831

FILING VALUES:FORM TYPE:N-CSRSSEC ACT:1940 ActSEC FILE NUMBER:811-04892FILM NUMBER:11810147

BUSINESS ADDRESS:STREET 1:BROWARD FINANCIAL CENTRESTREET 2:500 EAST BROWARD BLVD STE 2100CITY:FORT LAUDERDALESTATE:FLZIP:33394-3091BUSINESS PHONE:9545277500

MAIL ADDRESS:STREET 1:BROWARD FINANCIAL CENTRESTREET 2:500 EAST BROWARD BLVD STE 2100CITY:FORT LAUDERDALESTATE:FLZIP:33394-3091

0000805664S000008759Templeton Growth Fund, Inc.

C000023844Class ATEPLX

C000023845Class BTMGBX

C000023846Class CTEGTX

C000023847Advisor ClassTGADX

C000023848Class RTEGRX

N-CSRS1tgf_ncsrs-0211.htm

tgf_ncsrs-0211.htm - Generated by SEC Publisher for SEC Filing

Semiannual Report

Templeton Growth Fund, Inc.

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

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

companies located anywhere in the world, including emerging markets.

We are pleased to bring you Templeton Growth Funds semiannual report for the period ended February 28, 2011.

Performance Overview

Templeton Growth Fund Class A delivered a +25.35% cumulative total return for the six months under review. The Funds Class A shares performed comparably to the +26.32% total return of the benchmark, the Morgan Stanley Capital International (MSCI) World Index, which measures stock performance in global developed markets.1 In line with our long-term investment strategy, we are pleased with our long-term relative results, as shown in the Performance Summary beginning on page 11. For the 10-year period ended February 28, 2011, Templeton Growth Fund Class A generated a +60.45% cumulative total return, compared with the MSCI World Indexs +49.80% cumulative total return for the same period.1 Please note index performance information is provided for reference and we do not attempt to track the index but rather undertake investments on the basis of fundamental research. You can find more performance data in the Performance Summary.

Economic and Market Overview

Global equities generally delivered strong gains for the six-month period as investors responded to improving economic conditions and solid corporate earnings growth, backstopped by continued policy support from the developed worlds central banks. In the U.S., the worlds largest economy, growth as

1. Source: 2011 Morningstar. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. As of 2/28/11, the Funds Class A 10-year average annual total return not including the maximum sales charge was +4.84% compared with the MSCI World Indexs 10-year average annual total return of +4.12%. The index is unmanaged and includes reinvested dividends. One cannot invest directly in an index, and an index is not representative of the Funds portfolio.

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Funds Statement of Investments (SOI). The SOI begins on page 21.

Semiannual Report | 3

measured by gross domestic product increased the most in five years, manufacturing expanded and consumer sentiment hit a three-year high after the Federal Reserve initiated a second round of quantitative easing and the Obama administration extended Bush-era tax cuts. In Europe, manufacturing accelerated at its fastest pace in more than a decade and confidence in the economic outlook improved. Results were uneven, however, with core countries such as Germany and France exhibiting strong, export-led growth, while other countries such as Greece, Portugal and Ireland suffered from fiscal spending cuts and rising unemployment. Ireland was forced to accept an 85 billion euro bailout from the European Union (EU) in November after benchmark 10-year bond yields soared and the countrys fiscal deficit ballooned. Sovereign credit concerns in the region remained high at period-end and officials agreed to double the amount of the EUs rescue facility by the year 2013.

Emerging market growth remained robust, though regional policymakers raised interest rates and bank reserve requirements to combat inflation and discourage speculation. China, Russia, India, Brazil, South Korea, Indonesia and Thailand were among the major emerging markets that raised interest rates during the six-month period. Still, emerging market inflation remained elevated and many countries, China and India included, had negative real interest rates at period-end. Global food prices hit their highest levels on record during the period under review, helping incite a wave of protests and uprisings across North Africa and the Middle East that resulted in the ouster of Egyptian and Tunisian leaders and significant unrest in Libya. The regional instability led to a sell-off in emerging market equities at period-end, and the price of oil rose to its highest level since 2008 due to concerns of supply disruption. In currency markets, the euro advanced against the Japanese yen and U.S. dollar, and many Asian currencies also exhibited strength as central bankers tightened monetary policy. In fixed income markets, yields on most sovereign debt and investment-grade corporate bonds rose, reflecting elevated growth and inflation expectations. In equity markets, economic and commodity price-sensitive sectors such as materials, energy and industrials continued to exhibit leadership, while regionally, developed markets outpaced emerging markets.

Investment Strategy

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

4 | Semiannual Report

Managers Discussion

Describing the stock selection process, Sir John Templeton once said, Some people use the words best stocks to mean having a good short-term outlook. But, when we use the term best stocks, we mean simply the best values. That is to say, those stocks whose market prices are lowest in relation to their intrinsic value. Over the past few years, through a period of crisis and recovery, many of the markets best performing stocks have been those with the best short-term outlooks. Throughout this period, we stayed committed to our time-tested investment approach, and the best stocks for our portfolios remained simply the best values. However, this discipline has put us somewhat out of step with near-term market momentum. Although Templeton Growth Fund enjoyed absolute gains and participated in this remarkable market rally, it has moderately lagged its global benchmark since the March 2009 market bottom. Yet, in the semiannual period under review, some of the market trends contrasting with our investment style appeared to weaken, and though the Fund still slightly lagged the index, the gap of underperformance narrowed as the period progressed.

The Fund delivered robust absolute returns in nearly all sectors and regions during the reporting period. In general, economically leveraged and commodity price-sensitive sectors such as energy, materials and industrials led market returns in an environment defined by continued economic recovery and increasing emerging market inflation. In contrast, sectors less sensitive to an economic recovery, such as telecommunication services and health care, and those that traditionally suffer in inflationary environments, such as consumer staples and financials, delivered more modest gains.

A major contributor to Fund performance relative to the benchmark index was our underweighted position in consumer staples, which was one of the weakest sectors.2 We found only limited bargain opportunities in this sector. We believe valuations in general did not adequately reflect the difficulty these companies may have trying to pass through higher input costs and gain market share in an increasingly competitive pricing environment.

We found better values in the consumer discretionary sector, another notable contributor during the period under review.3 As we mentioned in our August 2010 shareholder report, we uncovered value opportunities in the media industry, where sustained high levels of free cash flow and market share growth were overshadowed by market concerns about declining advertising

2. The consumer staples sector comprises food and staples retailing, and food products in the SOI.

3. 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.

revenues and competition from web-based media sources. Yet, investor sentiment appeared to shift, and the market acknowledged the fundamental values we recognized early on, as the best media companies reported consistently stronger earnings and continued to productively allocate cash flows. The Funds cable holdings, U.S.-based Comcast and Time Warner Cable, were both stellar performers. The former rose considerably after increasing its dividend payout, reporting several consecutive quarters of better-than-expected earnings and finalizing its acquisition of NBC Universal. U.S.-based content providers News Corp., Viacom and Disney also made robust gains and boosted Fund performance.

As also mentioned in the past, we continued to find what we consider many of the best bargains in the sectors hardest hit by the bursting of the TMT (technology, media and telecommunications) bubble a decade ago. The Funds overweighted position in the information technology sector was also a notable contributor, led by our software and services holdings.4 U.S.-based Oracle, the worlds second-largest software manufacturer, was a key contributor and made an outsized gain as the economic recovery spurred corporate technology spending. Oracles improved ability to offer bundled products and services (including hardware components with the acquisition of Sun Microsystems) helped the company grow revenues and beat earnings expectations during the period. Although a skeptical market questioned some of the companys recent acquisitions, they proved to be value accretive.

In contrast, a major Fund detractor was also an information technology holding. Shares of U.S.-based Cisco, the worlds largest manufacturer of networking equipment systems, declined in value as spending cuts among corporate sector clients reduced revenues, which, combined with elevated research and development costs, squeezed profit margins. Despite the markets negative reaction to this news, we continued to believe Ciscos attractive positioning and dominance in a diverse array of markets were not reflected in the stocks modest valuation, and we remained favorable toward this holding. Selected valuations in the information technology sector remained attractive in our view, as a number of global technology stocks traded near their lowest levels on record relative to forward earnings during the period. We continued to uncover what we believed were compelling opportunities among cash generative technology stocks with strong balance sheets and globally diversified revenue streams.

4. The information technology sector comprises communications equipment; computers and peripherals; electronic equipment, instruments and components; IT services; office electronics; semiconductors and semiconductor equipment; and software in the SOI.

An example of our value-oriented approach was our acquisition during the reporting period of Japanese video game system manufacturer Nintendo. We have invested profitably in Nintendo in the past, and believed we found an opportunity to do so again after the companys product cycle maturity led to lower consensus growth expectations. Despite the markets skepticism, we felt the companys new hardware introductions and longer term demand for software products could help reaccelerate earnings. During the period, the stock traded near five-year lows and valuation was supported by strong cash-flow generation, a solid balance sheet and a generous dividend yield.

We also uncovered what we considered bargain opportunities in telecommunication services, an out-of-favor sector whose defensive profile and exposure to emerging market revenues disadvantaged it in this particular market environment.5 The Funds overweighted position detracted from relative performance and was pressured by a decline in Turkish mobile operator Turkcell Iletisim (not an index component), whose disappointing earnings were further exacerbated by regional instability. In our analysis, while near-term volatility could remain elevated due to geopolitical factors, Turkcell appears well positioned for long-term growth if competitive dynamics in its networks improve and the company expands its lead in the promising wireless broadband services market. We believe significant value remains in this holding due to the companys attractive competitive position, which was helped by an underleveraged balance sheet, healthy free cash flow yield and a strong dividend yield.

Another area offering significant and largely unrecognized value in our view was the global pharmaceuticals industry in the health care sector, though our overweighted positions therein detracted from relative performance.6 As we have discussed before, pharmaceuticals has been the single worst performing industry since the March 2009 market bottom. During the reporting period, the broad industry traded near its lowest levels ever on several valuation metrics, despite industry fundamentals that continued to improve and secular demand growth that was significantly supported by demographic and economic trends. After the overall markets impressive rally, such a clear juxtaposition of negative near-term sentiment and positive long-term potential seemed unique to the health care industry, and we believe it offers investors some of the most compelling long-term opportunities in the current environment.

5. The telecommunications services sector comprises diversified telecommunication services and wireless telecommunication services in the SOI.

6. The health care sector comprises biotechnology, health care equipment and supplies, health care providers and services, life sciences tools and services, and pharmaceuticals in the SOI.

In our opinion, the materials sector was on the opposite end of the value spectrum during the reporting period.7 A host of factors, including emerging market economic growth, rising inflationary expectations, dissonant global policy regimes and near-term supply and demand imbalances, resulted in extremely positive sentiment particularly in the metals and mining industry. In fact, we believe recent industry sentiment can be characterized as euphoric given the return to mass profitability, and our significant underweighting in the industry during such a period was a detractor from relative performance. However, recently the environment exhibited different nuances and surprises, and we believe the potential for extreme industry volatility could be high. With optimism driving valuations to rapturous levels, there were, in our opinion, insufficient margins of safety at the security level to justify substantial participation in metals and mining, and we remained considerably underweighted relative to the benchmark.

It is important to recognize the effect of currency movements on the Funds performance. In general, if the value of the U.S. dollar goes up compared with a foreign currency, an investment traded in that foreign currency will go down in value because it will be worth fewer U.S. dollars. This can have a negative effect on Fund performance. Conversely, when the U.S. dollar weakens in relation to a foreign currency, an investment traded in that foreign currency will increase in value, which can contribute to Fund performance. For the six months ended February 28, 2011, the U.S. dollar declined in value relative to most currencies. As a result, the Funds performance was positively affected by the portfolios substantial investment in securities with non-U.S. currency exposure. However, one cannot expect the same result in future periods.

In Templeton Growth Funds previous shareholder report, we highlighted the excessive influence of near-term trends and economic outlook on equity market performance. As illustrated through the sector and stock discussions in this report, such conditions disadvantaged Templetons style of equity investment, which seeks to uncover long-term values through rigorous fundamental analysis at the security level. However, with a global solvency crisis averted and global equities in the MSCI World Index up nearly 90% in the span of two short years, we believe we are beginning to see signs the market has become more discriminating.1 The high level of performance correlation between stocks and asset classes has weakened noticeably during the period, and the leadership of small cap, emerging market and lower quality equities has waned. For example, many of our overweighted positions in European holdings, generally large cap multinationals that consistently dragged on the portfolio over the past couple years, began to perform strongly during the

7. The materials sector comprises construction materials, metals and mining, and paper and forest products in the SOI.

review period. At Templeton, we find these nascent trend shifts encouraging and believe if economic considerations give way to a more nuanced focus on business fundamentals as the main driver of equity markets, the broader market should begin to recognize and reward our best stocks.

Thank you for your continued participation in Templeton Growth Fund.

We look forward to serving your future investment needs.

Lisa F. Myers, J.D., CFA

Norman J. Boersma, CFA

Tucker Scott, CFA

Portfolio Management Team

The foregoing information reflects our analysis, opinions and portfolio holdings as of February 28, 2011, 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.

Norman J. Boersma assumed portfolio manager responsibilities for the Fund effective March 2011. He also became president of Templeton Global Advisors Ltd. and is portfolio manager of other Templeton funds. Mr. Boersma has more than 20 years of experience in the investment industry. He joined the Templeton organization in 1991 and most recently served as director of research for the Templeton Global Equity Group before assuming his current responsibilities.

Prior to joining Templeton, Mr. Boersma was an investment officer with the Ontario Hydro Pension Fund, where he was the portfolio manager responsible for the funds small capitalization Canadian equity investments.

Performance Summary as of 2/28/11

Your dividend income will vary depending on dividends or interest paid by securities in the Funds portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Funds dividends and capital gain distributions, if any, and any unrealized gains or losses.

Performance Summary (continued)

Performance

Cumulative total return excludes sales charges. Average annual total returns and value of $10,000 investment include maximum sales charges. Class A: 5.75% maximum initial sales charges; Class B: contingent deferred sales charge (CDSC) declining from 4% to 1% over six years, and eliminated thereafter; Class C: 1% CDSC in first year only; Class R/Advisor Class: no 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. For most recent month-end performance, go to franklintempleton.com or call (800) 342-5236.

Performance Summary (continued)

Endnotes

Special risks are associated with foreign investing, including currency fluctuations, economic instability and political developments. Investments in developing markets involve heightened risks related to the same factors, in addition to those associated with these markets smaller size and lesser liquidity. The Funds prospectus also includes a description of the main investment risks.

Class B:

Class C:

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

Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares.

Class R:

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

Advisor Class:

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

1. Cumulative total return represents the change in value of an investment over the periods indicated.

2. Average annual total return represents the average annual change in value of an investment over the periods indicated. Six-month return has not been annualized.

3. These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated.

4. In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter.

5. Figures are as stated in the Funds prospectus current as of the date of this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown.

Your Funds Expenses

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

Transaction costs, including sales charges (loads) on Fund purchases; and

Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses.

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

Actual Fund Expenses

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

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

Divide your account value by $1,000.

If an account had an $8,600 value, then $8,600 $1,000 = 8.6.

Multiply the result by the number under the heading Expenses Paid During Period.

If Expenses Paid During Period were $7.50, then 8.6 x $7.50 = $64.50.

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

Hypothetical Example for Comparison with Other Funds

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

Your Funds Expenses (continued)

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

*Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 1.08%; B: 1.83%; C: 1.83%; R: 1.33%; and Advisor: 0.83%), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period.

Financial Highlights

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

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

Financial Statements (continued)

Statement of Operations
for the six months ended February 28, 2011 (unaudited)

Notes to Financial Statements (unaudited)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

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

The following summarizes the Funds significant accounting policies.

a. Financial Instrument Valuation

The Funds investments in securities and other financial instruments are carried at fair value daily. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Under procedures approved by the Funds Board of Directors, the Fund may utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

Equity securities listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. 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 security is determined. Over-the-counter securities are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple exchanges are valued according to the broadest and most representative market. Certain equity securities are valued based upon fundamental characteristics or relationships to similar securities. Investments in open-end mutual funds are valued at the closing net asset value. Time deposits are valued at cost, which approximates market value.

The Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available or which may not be reliably priced. Under these procedures, the Fund primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. The Fund may also use an income-based valuation approach in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed.

Trading in securities on foreign securities stock exchanges and over-the-counter markets may be completed before the daily close of business on the NYSE. Occasionally, events occur between the time at which trading in a foreign security is completed and the close of the NYSE

Notes to Financial Statements (unaudited) (continued)

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instrument Valuation (continued)

that might call into question the reliability of the value of a portfolio security held by the Fund. As a result, differences may arise between the value of the Funds portfolio securities as determined at the foreign market close and the latest indications of value at the close of the NYSE. In order to minimize the potential for these differences, the 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 that may call into question the reliability of the values of the foreign securities held by the Fund. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services.

b. Foreign Currency Translation

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

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.

Investment in Templeton China Opportunities Fund, Ltd.

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

Shares of the China Fund were subject to a restriction on redemption which expired on March 24, 2011. Additionally, the Fund may incur delays in redeeming its investment in the China Fund. The China Fund may be subject to certain restrictions and administrative processes relating to its ability to repatriate cash balances, investment proceeds and earnings associated with its investment, as such activities are subject to approval by agencies of the Chinese government. The Funds investment in the China Fund is valued based upon the fair value of the China Funds portfolio securities and other assets and liabilities.

d. Income Taxes

It is the Funds policy to qualify as a regulated investment company under the Internal Revenue Code. The Fund intends to distribute to shareholders substantially all of its taxable income and net realized gains to relieve it from federal income and excise taxes. As a result, no provision for U.S. federal income taxes is required. The Fund files U.S. income tax returns as well as tax returns in certain other jurisdictions. The Funds application of those tax rules is subject to its understanding. The Fund records a provision for taxes in its financial statements including penalties and interest, if any, for a tax position taken on a tax return (or expected to be taken) when it fails to meet the more likely than not (a greater than 50% probability) threshold and based on the technical merits, the tax position may not be sustained upon examination by the tax authorities. As of February 28, 2011, and for all open tax years, the Fund has determined that no provision for income tax is required in the Funds financial statements. Open tax years are those that remain subject to examination and are based on each tax jurisdiction statute of limitation. The Fund is not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax effects will significantly change in the next twelve months.

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

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.

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

2. CAPITAL STOCK

At February 28, 2011, there were 2.4 billion shares authorized ($0.01 par value). Transactions in the Funds shares were as follows:

3. TRANSACTIONS WITH AFFILIATES

Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and directors of the Fund are also officers and/or directors of the following subsidiaries:

TRANSACTIONS WITH AFFILIATES (continued)

Management Fees

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

b. Administrative Fees

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

c. Distribution Fees

The Funds Board of Directors has adopted distribution plans for each share class, with the exception of Advisor Class shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Funds Class A reimbursement distribution plan, the Fund reimburses Distributors for costs incurred in connection with the servicing, sale and distribution of the Funds shares up to the maximum annual plan rate.

Under the Class A reimbursement distribution plan, costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods.

In addition, under the Funds Class B, C, and R compensation distribution plans, the Fund pays Distributors for costs incurred in connection with the servicing, sale and distribution of the Funds shares up to the maximum annual plan rate for each class.

TRANSACTIONS WITH AFFILIATES (continued)

Distribution Fees (continued)

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

d. Sales Charges/Underwriting Agreements

Distributors has advised the Fund of the following commission transactions related to the sales and redemptions of the Funds shares for the period:

e. Transfer Agent Fees

For the period ended February 28, 2011, the Fund paid transfer agent fees of $10,472,757, of which $6,940,815 was retained by Investor 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 Funds custodian expenses. During the period ended February 28, 2011, 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 August 31, 2010, the capital loss carryforwards were as follows:

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 August 31, 2010, the Fund deferred realized capital losses of $270,864,951.

5. INCOME TAXES (continued)

At February 28, 2011, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows:

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

6. INVESTMENT TRANSACTIONS

Purchases and sales of investments (excluding short term securities) for the period ended February 28, 2011, aggregated $952,009,762 and $2,329,222,961, respectively.

7. CONCENTRATION OF RISK

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

8. RESTRICTED SECURITIES

The Fund 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.

8. RESTRICTED SECURITIES (continued)

At February 28, 2011, the Fund held investments in restricted securities, excluding certain securities exempt from registration under the 1933 Act deemed to be liquid, as follows:

9. HOLDINGS OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES

The 1940 Act defines affiliated companies to include investments in portfolio companies in which a fund owns 5% or more of the outstanding voting securities. Investments in affiliated companies for the Fund for the period ended February 28, 2011, were as shown below.

10. SPECIAL SERVICING AGREEMENT

The Fund, which is an eligible underlying investment of one or more of the Franklin Templeton Fund Allocator Series Funds (Allocator Funds), participates in a Special Servicing Agreement (SSA) with the Allocator Funds and certain service providers of the Fund and the Allocator Funds. Under the SSA, the Fund may pay a portion of the Allocator Funds expenses (other than any asset allocation, administrative, and distribution fees) to the extent such payments are less than the amount of the benefits realized or expected to be realized by the Fund (e.g., due to reduced costs associated with servicing accounts) from the investment in the Fund by the Allocator Funds. The Allocator Funds are either managed by Franklin Advisers, Inc. or administered by FT Services, LLC, affiliates of TGAL. For the period ended February 28, 2011, the Fund was held by one or more of the Allocator Funds and the amount of expenses borne by the Fund is noted in the Statement of Operations. At February 28, 2011, 14.62% of the Funds outstanding shares was held by one or more of the Allocator Funds.

11. CREDIT FACILITY

The Fund, together with other U.S. registered and foreign investment funds (collectively Borrowers), managed by Franklin Templeton Investments, are borrowers in a joint syndicated senior unsecured credit facility totaling $750 million (Global Credit Facility) which matures on January 20, 2012. This Global Credit Facility provides a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests.

Under the terms of the Global Credit Facility, the Fund shall, in addition to interest charged on any borrowings made by the Fund and other costs incurred by the Fund, pay its share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all of the Borrowers, including an annual commitment fee of 0.08% based upon the unused portion of the Global Credit Facility, which is reflected in other expenses on the Statement of Operations. During the period ended February 28, 2011, the Fund did not use the Global Credit Facility.

12. FAIR VALUE MEASUREMENTS

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

For movements between the levels within the fair value hierarchy, the Fund has adopted a policy of recognizing the transfers as of the date of the underlying event which caused the movement.

12. FAIR VALUE MEASUREMENTS (continued)

The following is a summary of the inputs used as of February 28, 2011, in valuing the Funds assets and liabilities carried at fair value:

aIncludes common and preferred stocks. For detailed country descriptions, see the accompanying Statement of Investments.

At February 28, 2011 the reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value, is as follows:

13. SUBSEQUENT EVENTS

The Fund has evaluated subsequent events through the issuance of the financial statements and determined that no events have occurred that require disclosure other than those already disclosed in the financial statements.

ABBREVIATIONS

Selected Portfolio

ADR - American Depository Receipt

Shareholder Information

Proxy Voting Policies and Procedures

The Funds investment manager has established Proxy Voting Policies and Procedures (Policies) that the Fund uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Funds complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Funds proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commissions website at sec.gov and reflect the most recent 12-month period ended June 30.

Quarterly Statement of Investments

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

Item 2. Code of Ethics.

The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.

Pursuant to Item 12(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.

Item 3. Audit Committee Financial Expert.

(a)(1) The Registrant has an audit committee financial expert serving on its audit committee.

(2) The audit committee financial expert is David W. Niemiec and he is "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases.

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

Item 8. Portfolio Managers of Closed-End Management Investment Companies. N/A

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. N/A

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Directors that would require disclosure herein.

Item 11. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. The Registrant maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Registrants 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 Registrants management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrants 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 Registrants management, including the Registrants principal executive officer and the Registrants principal financial officer, of the effectiveness of the design and operation of the Registrants disclosure controls and procedures. Based on such evaluation, the Registrants principal executive officer and principal financial officer concluded that the Registrants disclosure controls and procedures are effective.

(b) Changes in Internal Controls.

There have been no significant changes in

the Registrants 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 Laura F. Fergerson, Chief Executive Officer - Finance and Administration, and Mark H. Otani, Chief Financial Officer and Chief Accounting Officer

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Laura F. Fergerson, Chief Executive Officer - Finance and Administration, and Mark H. Otani, Chief Financial Officer and Chief Accounting Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TEMPLETON GROWTH FUND, INC.

By /s/ LAURA F. FERGERSON
Laura F. Fergerson
Chief Executive Officer
Finance and Administration
Date: April 27, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By /s/ LAURA F. FERGERSON
Laura F. Fergerson
Chief Executive Officer
Finance and Administration

By /s/ MARK H. OTANI
Mark H. Otani
Chief Financial Officer and
Chief Accounting Officer

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Transcript of tgf_ncsrs-0211.htm - Generated by SEC Publisher for SEC … by gross domestic product increased the...