UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05878

Franklin Value Investors Trust

(Exact name of registrant as specified in charter)

One Franklin Parkway, San Mateo, CA 94403-1906

(Address of principal executive offices)(Zip code)

Alison Baur, 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: 10/31

Date of reporting period: 10/31/22

Item 1. Reports to Stockholders.

a.)

The following is a copy of the report transmitted to shareholders pursuant to Rule30e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30e-1.)

b.)

Include a copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule.

Not Applicable

.

ANNUAL

REPORT

AND

SHAREHOLDER

LETTER

Franklin

Value

Investors

Trust

October

31,

2022

Sign

up

for

electronic

delivery

at

franklintempleton.com/edelivery

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Formerly,

Franklin

Mutual

U.S.

Value

Fund

Franklin

Small

Cap

Value

Fund

Not

FDIC

Insured

May

Lose

Value

No

Bank

Guarantee

franklintempleton.com

Annual

Report

1

SHAREHOLDER

LETTER

Dear

Franklin

Fund

Shareholder:

The

past

12

months

were

eventful

and

volatile.

Several

themes

carried

over

from

the

winter

of

2021

into

the

new

calendar

year,

but

with

seemingly

increased

intensity.

Mounting

inflation,

more

hawkish

central

banks,

continuing

supply-chain

difficulties

and

renewed

COVID

lockdowns

remained

a

part

of

the

economic

landscape,

joined

by

new

elements,

like

war

in

Europe.

Corporate

earnings

and

other

economic

indicators

generally

remained

strong

for

much

of

the

12

months.

However,

some

elements

such

as

consumer

spending

patterns

and

corporate

inventories

showed

strain

as

inflationary

pressures

and

concern

over

the

possibility

of

a

recession

took

their

toll

on

the

general

population,

companies

and

investors.

Equity

markets

generally

declined

during

the

year,

pressured

by

high

inflation,

tightening

monetary

policy

and

continued

knock-on

effects

from

Russia’s

invasion

of

Ukraine.

Supply-

chain

disruptions

helped

drive

inflation

in

many

countries

to

reach

the

highest

levels

in

decades.

In

response,

some

of

the

world’s

central

banks

tightened

monetary

policy,

including

the

U.S.

Federal

Reserve,

which

made

its

first

rate

hike

in

over

three

years

in

March,

followed

by

additional

increases

throughout

the

remainder

of

the

period.

Rising

rates

can

cool

economic

growth

and

a

recession

may

be

on

the

horizon.

Some

U.S.

large-cap

valuations

reflect

this

recession

risk.

Furthermore,

many

U.S.

small-cap

value

stocks

are

trading

well

below

their

52-week

highs

and

valuations

of

profitable

companies

are

near

20-year

lows

relative

to

large-cap

value

stocks.

Higher

interest

rates

also

continue

to

work

against

long-duration

growth

stocks

by

increasing

the

discount

rate

of

a

company’s

projected

future

cash

flows.

This

downward

pressure

on

technology

and

other

long-duration

growth

names

is

helping

to

support

investor

interest

in

more

defensive

value

stocks,

which

handily

outperformed

their

growth

counterparts

over

the

past

12

months.

Even

though

the

initial

shock

of

Russia’s

invasion

of

Ukraine

has

receded,

the

conflict

continues

to

roil

markets

as

Russia

leverages

its

position

as

a

prominent

supplier

of

oil

and

natural

gas

to

much

of

Europe.

Many

European

countries

and

companies

have

been

exploring

alternate

ways

to

fulfill

their

need

for

energy.

Aside

from

energy

shortages,

other

supply-chain

disruptions

continued

through

the

end

of

the

period,

although

there

are

early

signs

of

improvement.

As

China

gets

closer

to

a

meaningful

reopening,

we

are

optimistic

their

full

reengagement

in

the

global

economy

will

be

a

significant

catalyst

to

supply-chain

issues

easing.

Not

all

progress

is

evidenced

by

a

steady

march

forward.

In

the

near-term,

market

activity

will

likely

be

influenced

by

developments

around

the

Ukraine

conflict,

inflation

concerns,

supply-chain

constraints,

and

changes

to

monetary

and

fiscal

support.

We

remain

focused

on

identifying

opportunities

to

acquire

stocks

at

attractive

valuations

based

upon

our

assessment

of

fundamental

value,

while

taking

advantage

of

volatility.

Our

process

of

finding

underappreciated

and

misunderstood

companies

with

identifiable

catalysts

to

unlock

shareholder

value

may

provide

meaningful

upside

potential

and

possible

downside

risk

management

during

turbulent

periods.

In

addition,

we

continue

to

focus

on

event-driven

situations

across

equity

and

fixed

income

with

catalysts

less

correlated

to

the

overall

markets.

While

unnerving,

volatility

remains

an

inherent

part

of

investing

in

risk

assets,

and

the

market

historically

rewards

investors

who

take

an

opportunistic

long-term

perspective.

On

the

following

pages,

the

portfolio

management

team

of

each

Fund

reviews

investment

decisions

made

during

this

period.

Please

remember

all

securities

markets

fluctuate,

as

do

mutual

fund

share

prices.

We

thank

you

for

investing

with

Franklin

Templeton,

welcome

your

questions

and

comments,

and

look

forward

to

continuing

to

serve

your

investment

needs

in

the

years

ahead.

Sincerely,

Christian

Correa,

CFA

President

and

Chief

Investment

Officer

Franklin

Value

Investors

Trust

This

letter

reflects

our

analysis

and

opinions

as

of

October

31,

2022,

unless

otherwise

indicated.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

fund.

Statements

of

fact

are

from

sources

considered

reliable.

CFA

®

is

a

trademark

owned

by

CFA

Institute.

franklintempleton.com

Annual

Report

2

Contents

Annual

Report

Economic

and

Market

Overview

3

Franklin

MicroCap

Value

Fund

4

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

11

Franklin

Small

Cap

Value

Fund

18

Financial

Highlights

and

Schedules

of

Investments

25

Financial

Statements

49

Notes

to

Financial

Statements

54

Report

of

Independent

Registered

Public

Accounting

Firm

70

Tax

Information

71

Board

Members

and

Officers

72

Shareholder

Information

76

Visit

franklintempleton.com

for

fund

updates,

to

access

your

account,

or

to

find

helpful

financial

planning

tools.

3

franklintempleton.com

Annual

Report

ANNUAL

REPORT

Economic

and

Market

Overview

U.S.

equities,

as

measured

by

the

Standard

&

Poor’s

®

500

Index

(S&P

500

®

),

posted

a

-14.61%

total

return

for

the

12

months

ended

October

31,

2022.

1

High

inflation,

rising

interest

rates

and

geopolitical

instability

contributed

to

a

sharp

decline

in

equity

prices.

Although

consumer

spending

continued

to

rise,

deteriorating

financial

conditions

negatively

impacted

consumer

sentiment,

which

improved

slightly

at

the

end

of

the

period

after

falling

in

June

2022

to

the

lowest

level

ever

recorded

in

over

60

years.

Elevated

inflation

was

a

major

concern

for

both

consumers

and

investors,

as

inflation

accelerated

in

June

2022

to

the

highest

rate

since

1981.

Continued

supply-chain

disruptions,

strong

consumer

demand,

and

volatile

energy

prices

drove

inflation

higher.

Russia’s

invasion

of

Ukraine

also

disrupted

financial

markets

and

led

to

a

rise

in

oil

and

commodity

prices,

although

much

of

that

increase

abated

by

period-end.

Amid

notable

employment

gains

in

the

leisure

and

hospitality

and

health

care

sectors,

the

U.S.

unemployment

rate

declined

from

4.6%

in

October

2021

to

3.5%

in

September

2022,

before

rising

modestly

to

3.7%

in

October

2022.

Wages

climbed

at

the

fastest

rate

in

decades,

which

added

to

some

investors’

inflation

concerns.

U.S.

gross

domestic

product

(GDP)

growth

was

robust

in

the

fourth

quarter

of

2021

as

strong

consumer

spending

and

business

investment

in

growing

inventories

supported

the

economy.

GDP

contracted

in

the

first

half

of

2022

due

to

declining

residential

and

business

investment

and

lower

levels

of

government

spending,

but

grew

in

2022’s

third

quarter

amid

a

narrowing

trade

deficit

and

strong

consumer

spending.

Increased

nonresidential

fixed

investment

and

government

spending

also

positively

contributed

to

the

third

quarter

economic

growth.

Rising

interest

rates

translated

to

higher

borrowing

costs

for

individuals

and

businesses.

Mortgage

rates

reached

the

highest

level

since

2007,

and

new

home

construction

slowed

toward

period-end.

In

an

effort

to

control

inflation,

the

U.S.

Federal

Reserve

(Fed)

began

to

raise

the

federal

funds

target

rate

in

March

2022,

the

first

such

increase

since

2018.

The

Fed

raised

the

federal

funds

rate

again

at

each

of

its

four

subsequent

meetings

to

end

the

period

at

a

range

of

3.00%–3.25%.

The

Fed

noted

in

its

September

2022

meeting

that

inflation

remained

elevated

amid

robust

job

growth

and

low

unemployment.

Furthermore,

the

Fed

said

it

would

continue

to

reduce

its

bond

holdings,

and

Fed

Chair

Jerome

Powell

indicated

that

reducing

inflation

was

likely

to

require

a

period

of

below-trend

growth.

The

foregoing

information

reflects

our

analysis

and

opinions

as

of

October

31,

2022.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

fund.

Statements

of

fact

are

from

sources

considered

reliable.

1.

Source:

Morningstar.

See

www.franklintempletondatasources.com

for

additional

data

provider

information

4

franklintempleton.com

Annual

Report

Franklin

MicroCap

Value

Fund

This

annual

report

for

Franklin

MicroCap

Value

Fund

covers

the

fiscal

year

ended

October

31,

2022.

Your

Fund’s

Goal

and

Main

Investments

The

Fund

seeks

high

total

return,

of

which

capital

appreciation

and

income

are

components.

The

Fund

normally

invests

at

least

80%

of

its

net

assets

in

securities

of

microcap

companies

with

total

market

capitalizations

of

$1

billion

or

less

or

within

the

bottom

40%

of

the

Russell

2000

®

Value

Index,

whichever

is

higher

at

the

time

of

purchase.

1

The

Fund

generally

invests

in

equity

securities,

predominantly

common

stocks,

of

companies

that

we

believe

are

undervalued

and

have

the

potential

for

capital

appreciation.

The

Fund

may

invest

up

to

25%

of

its

total

assets

in

foreign

securities.

Performance

Overview

The

Fund’s

Class

A

shares

posted

a

-2.00%

cumulative

total

return

for

the

12

months

under

review.

In

comparison,

the

Russell

2000

®

Value

Index,

which

measures

the

performance

of

those

Russell

2000

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates,

posted

a

-10.73%

cumulative

total

return

for

the

same

period.

2

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

7

.

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

.

Investment

Strategy

Our

strategy

is

to

buy

shares

of

companies

that

we

believe

are

undervalued

at

the

time

of

purchase

and

have

the

potential

for

capital

appreciation.

The

types

of

companies

the

Fund

may

invest

in

include,

among

other

things,

those

that

may

be

considered

out

of

favor

due

to

actual

or

perceived

cyclical

or

secular

challenges,

or

are

experiencing

temporary

setbacks,

diminished

expectations,

mismanagement

or

undermanagement,

or

are

financially

stressed.

Environmental,

social

and

governance

(ESG)

related

assessments

of

companies

may

be

considered.

In

choosing

investments,

we

conduct

an

in-depth

analysis

of

a

company’s

long-term

or

normalized

earnings

and

free

cash

flow

potential,

quality

of

management,

ownership

of

valuable

franchises,

trademarks

or

trade

names,

control

of

distribution

networks,

underutilized

assets

and

market

share

for

particular

products,

balance

sheet,

and

other

factors

that

may

identify

the

issuer

as

a

potential

investment.

The

investment

manager

considers

selling

a

security

when

it

no

longer

meets

its

value

criteria.

*Categories

within

the

Other

category

are

listed

in

full

in

the

Fund’s

Schedule

of

Investments

(SOI),

which

can

be

found

later

in

this

report.

Manager’s

Discussion

During

the

12-month

reporting

period,

security

selection

in

the

financials,

information

technology

and

communication

services

sectors

supported

relative

results.

Conversely,

stock

selection

in

the

consumer

discretionary

and

industrials

sectors,

as

well

as

stock

selection

and

an

underweight

in

utilities,

hampered

relative

results.

Portfolio

Composition

10/31/22

%

of

Total

Net

Assets

Banks

22.6%

Machinery

6.0%

Health

Care

Equipment

&

Supplies

5.0%

Equity

Real

Estate

Investment

Trusts

(REITs)

5.0%

Hotels,

Restaurants

&

Leisure

4.2%

Communications

Equipment

4.1%

Construction

&

Engineering

3.9%

Electrical

Equipment

3.4%

Energy

Equipment

&

Services

3.4%

Thrifts

&

Mortgage

Finance

3.0%

Biotechnology

2.9%

Electronic

Equipment,

Instruments

&

Components

2.4%

Textiles,

Apparel

&

Luxury

Goods

2.3%

Health

Care

Technology

1.8%

Other*

21.2%

Short-Term

Investments

&

Other

Net

Assets

8.8%

1.

Frank

Russell

Company

is

the

source

and

owner

of

the

trademarks,

service

marks

and

copyrights

related

to

the

Russell

Indexes.

Russell

®

is

a

trademark

of

Frank

Russell

Company.

Russell

2000

®

Value

Index

is

market

capitalization

weighted

and

measures

the

performance

of

those

Russell

2000

®

Index

companies

with

relatively

lower

price-to-

book

ratios

and

lower

forecasted

growth

rates.

2.

Source:

Morningstar.

The

index

is

unmanaged

and

includes

reinvestment

of

any

income

or

distributions.

It

does

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

The

dollar

value,

number

of

shares

or

principal

amount,

and

names

of

all

portfolio

holdings

are

listed

in

the

Fund’s

Schedule

of

Investments

(SOI).

The

SOI

begins

on

page

28

.

Franklin

MicroCap

Value

Fund

5

franklintempleton.com

Annual

Report

Major

positive

contributors

relative

to

the

Fund’s

benchmark

index

over

the

12-month

period

included

Ardmore

Shipping

(not

held

at

period-end),

Digi

International

and

IntriCon

(not

held

at

period-end).

Digi

International

is

listed

among

the

Fund’s

largest

positions

in

the

Top

10

Holdings

table

on

this

page.

Oil

tanker

company

Ardmore

Shipping

was

a

notable

positive

relative

contributor.

The

company

is

seeing

an

improvement

in

its

business,

which

it

expects

to

continue

throughout

2022.

However,

Ardmore

did

note

that

it

was

monitoring

several

competing

factors,

including

the

pandemic’s

evolution

and

the

global

economic

recovery,

as

well

as

geopolitical

concerns

and

whether

currently

high

oil

prices

will

lead

to

reduced

shipments.

Similar

to

other

high

leverage

energy-

related

stocks,

Ardmore

is

highly

cyclical

and

volatile.

We

sold

the

stock

because

valuation

appeared

full

at

price-to-

book

versus

its

10-year

historical

average.

We

redeployed

the

proceeds

into

other

names

in

the

portfolio

with

better

valuation

and

risk/reward

profiles,

including

other

energy

companies.

Digi

International,

an

“internet

of

things”

products

maker,

boosted

relative

results,

following

strong

fiscal

third-quarter

2022

results,

supported

by

a

jump

in

sales.

The

company

attributed

the

stronger

revenues

to

increased

sales

of

console

servers

and

cellular

products

driven

in

part

by

data

center

demand.

Digi

also

boosted

its

fiscal

fourth-quarter

earnings

estimates

and

continues

to

expect

sustained

cash

flow

generation

over

the

longer

term.

IntriCon,

which

helps

to

design

and

manufacture

implantable

and

body-worn

devices,

positively

contributed

to

relative

performance

following

news

that

it

was

being

taken

over

by

an

investment

firm

focused

on

the

health

care

industry.

Additionally,

IntriCon’s

recent

financial

results

have

been

strong,

with

the

company

seeing

growth

across

its

businesses.

IntriCon

was

acquired

in

May

2022

by

an

affiliate

of

Altaris

Capital

Partners,

a

private

equity

firm.

Key

detractors

relative

to

the

Fund’s

benchmark

index

included

Invacare

(not

held

at

period-end),

Rocky

Brands

and

Vera

Bradley.

Medical

equipment

manufacturer

Invacare

detracted

from

relative

returns

over

the

period.

The

company

has

seen

strong

demand

and

orders

for

its

products

during

the

period,

but

after

many

years

of

underperformance

and

poor

management

execution,

we

sold

the

position.

Invacare

had

just

initiated

yet

another

restructuring

program

to

get

its

costs

under

control,

as

management

could

not

seem

to

manage

input

cost

inflation

and

supply-chain

challenges

appropriately.

In

addition,

the

balance

sheet

has

a

lot

of

debt,

which

made

the

stock

even

more

risky

going

into

a

potential

recession

in

2023.

Rocky

Brands

detracted

in

the

period,

as

inflationary

pressures

continued

to

pressure

its

earnings

in

the

second

quarter

of

2022.

Although

the

apparel

company’s

sales

growth

has

been

strong,

it

is

seeing

gross

margin

pressure

due

to

higher

product

and

freight

costs.

Rocky

Brands

has

begun

raising

prices

to

offset

some

of

these

pressures,

which

it

expects

will

begin

to

ease

later

in

the

year.

Apparel

retailer

Vera

Bradley

further

hindered

relative

performance,

as

its

second-quarter

2022

results

were

weaker

than

anticipated.

The

company

reported

a

drop

in

same-store

sales,

and

noted

that

inflationary

pressures,

including

rising

gas

prices,

are

having

an

impact

on

spending

among

lower

end

consumers.

The

company

is

reducing

costs

to

deal

with

rising

freight

and

material

expenses

as

appropriate. 

Thank

you

for

your

participation

in

Franklin

MicroCap

Value

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Oliver

H.

Wong,

CFA

Portfolio

Manager

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

October

31,

2022,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

Top

10

Holdings

10/31/22

Company

Industry

,

Country

%

of

Total

Net

Assets

a

a

First

Business

Financial

Services,

Inc.

2.3%

Banks,

United

States

Digi

International,

Inc.

2.1%

Communications

Equipment,

United

States

Peapack-Gladstone

Financial

Corp.

2.1%

Banks,

United

States

Northeast

Bank

2.0%

Banks,

United

States

Investar

Holding

Corp.

1.8%

Banks,

United

States

Southern

Missouri

Bancorp,

Inc.

1.8%

Thrifts

&

Mortgage

Finance,

United

States

CTO

Realty

Growth,

Inc.

1.7%

Equity

Real

Estate

Investment

Trusts

(REITs),

United

States

Utah

Medical

Products,

Inc.

1.7%

Health

Care

Equipment

&

Supplies,

United

States

Helix

Energy

Solutions

Group,

Inc.

1.7%

Energy

Equipment

&

Services,

United

States

Premier

Financial

Corp.

1.7%

Banks,

United

States

Franklin

MicroCap

Value

Fund

6

franklintempleton.com

Annual

Report

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.

Performance

Summary

as

of

October

31,

2022

Franklin

MicroCap

Value

Fund

7

franklintempleton.com

Annual

Report

The

performance

table

and

graphs

do

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses

of

each

class.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

10/31/22

1

Cumulative

total

return

excludes

sales

charges.

Average

annual

total

return

includes

maximum

sales

charges.

Sales

charges

will

vary

depending

on

the

size

of

the

investment

and

the

class

of

share

purchased.

The

maximum

is

5.50%

and

the

minimum

is

0%.

Class

A

:

5.50%

maximum

initial

sales

charge;

Advisor

Class:

no

sales

charges.

For

other

share

classes,

visit

franklintempleton.com.

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

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

A

4

1-Year

-2.00%

-7.40%

5-Year

+25.77%

+3.51%

10-Year

+118.38%

+7.51%

Advisor

1-Year

-1.77%

-1.77%

5-Year

+27.28%

+4.94%

10-Year

+123.67%

+8.38%

See

page

9

for

Performance

Summary

footnotes.

Franklin

MicroCap

Value

Fund

Performance

Summary

8

franklintempleton.com

Annual

Report

See

page

9

for

Performance

Summary

footnotes.

Total

Return

Index

Comparison

for

a

Hypothetical

$10,000

Investment

1

Total

return

represents

the

change

in

value

of

an

investment

over

the

periods

shown.

It

includes

any

applicable

maximum

sales

charge,

Fund

expenses,

account

fees

and

reinvested

distributions.

The

unmanaged

index

includes

reinvestment

of

any

income

or

distributions.

It

differs

from

the

Fund

in

composition

and

does

not

pay

management

fees

or

expenses.

One

cannot

invest

directly

in

an

index.

Class

A

(10/31/12–10/31/22)

Advisor

Class

(10/31/12–10/31/22)

Franklin

MicroCap

Value

Fund

Performance

Summary

9

franklintempleton.com

Annual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

All

investments

involve

risks,

including

possible

loss

of

principal.

The

Fund’s

ability

to

invest

in

smaller-company

securities

that

may

have

limited

liquidity

involves

additional

risks,

such

as

relatively

small

revenues,

limited

product

lines

and

small

market

share.

Historically,

these

stocks

have

exhibited

greater

price

volatility

than

larger-company

stocks,

especially

over

the

short

term.

In

addition,

the

Fund

may

invest

up

to

25%

of

its

total

assets

in

foreign

securities,

which

involve

special

risks,

including

currency

fluctuations

and

economic

and

political

uncertainty.

Value

securities

may

not

increase

in

price

as

anticipated

or

may

decline

further

in

value.

The

manager’s

portfolio

selection

strategy

is

not

solely

based

on

ESG

considerations,

and

therefore

the

issuers

in

which

the

Fund

invests

may

not

be

considered

ESG-focused

companies.

Integrating

ESG

considerations

into

the

investment

process

is

not

a

guarantee

that

better

performance

will

be

achieved.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

The

Fund’s

prospectus

also

includes

a

description

of

the

main

investment

risks.

Russia’s

military

invasion

of

Ukraine

in

February

2022,

the

resulting

responses

by

the

United

States

and

other

countries,

and

the

potential

for

wider

conflict

could

increase

volatility

and

uncertainty

in

the

financial

markets

and

adversely

affect

regional

and

global

economies.

The

United

States

and

other

countries

have

imposed

broad-ranging

economic

sanctions

on

Russia

and

certain

Russian

individuals,

banking

entities

and

corporations

as

a

response

to

its

invasion

of

Ukraine.

The

United

States

and

other

countries

have

also

imposed

economic

sanctions

on

Belarus

and

may

impose

sanctions

on

other

countries

that

support

Russia’s

military

invasion.

These

sanctions,

as

well

as

any

other

economic

consequences

related

to

the

invasion,

such

as

additional

sanctions,

boycotts

or

changes

in

consumer

or

purchaser

preferences

or

cyberattacks

on

governments,

companies

or

individuals,

may

further

decrease

the

value

and

liquidity

of

certain

Russian

securities

and

securities

of

issuers

in

other

countries

that

are

subject

to

economic

sanctions

related

to

the

invasion.

1.

The

total

annual

operating

expenses

are

sourced

from

the

Fund's

prospectus

available

at

the

time

of

publication.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

4.

Prior

to

9/10/18,

these

shares

were

offered

at

a

higher

initial

sales

charge

of

5.75%,

thus

actual

returns

(with

sales

charges)

would

have

differed.

Average

annual

total

returns

(with

sales

charges)

have

been

restated

to

reflect

the

current

maximum

initial

sales

charge

of

5.50%.

5.

Source:

FactSet.

The

Russell

2000

®

Value

Index

is

market

capitalization

weighted

and

measures

the

performance

of

those

Russell

2000

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates.

6.

Figures

are

as

stated

in

the

Fund’s

current

prospectus

and

may

differ

from

the

expense

ratios

disclosed

in

the

Your

Fund’s

Expenses

and

Financial

Highlights

sections

in

this

report.

In

periods

of

market

volatility,

assets

may

decline

significantly,

causing

total

annual

Fund

operating

expenses

to

become

higher

than

the

figures

shown.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

Distributions

(11/1/21–10/31/22)

Share

Class

Net

Investment

Income

Short-Term

Capital

Gain

Long-Term

Capital

Gain

Total

A

$0.0846

$0.4300

$3.8080

$4.3226

R6

$0.1879

$0.4300

$3.8080

$4.4259

Advisor

$0.1534

$0.4300

$3.8080

$4.3914

Total

Annual

Operating

Expenses

6

Share

Class

A

1.23%

Advisor

0.98%

Your

Fund’s

Expenses

Franklin

MicroCap

Value

Fund

10

franklintempleton.com

Annual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

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

table

below

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

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

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

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=

$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

184/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

5/1/22

Ending

Account

Value

10/31/22

Expenses

Paid

During

Period

5/1/22–10/31/22

1,2

Ending

Account

Value

10/31/22

Expenses

Paid

During

Period

5/1/22–10/31/22

1,2

a

Net

Annualized

Expense

Ratio

2

A

$1,000

$1,058.80

$6.39

$1,019.00

$6.27

1.23%

R6

$1,000

$1,060.60

$4.49

$1,020.85

$4.40

0.86%

Advisor

$1,000

$1,059.90

$5.11

$1,020.24

$5.02

0.98%

11

franklintempleton.com

Annual

Report

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Formerly,

Franklin

Mutual

U.S.

Value

Fund

This

annual

report

for

Franklin

Mutual

U.S.

Value

Fund

covers

the

fiscal

year

ended

October

31,

2022.

As

recently

approved

by

the

Fund’s

Board

of

Trustees,

effective

June

1,

2022,

the

Fund

changed

its

name

to

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund.

Additionally,

the

Fund

changed

its

investment

policy

to

invest

at

least

80%

of

its

net

assets

in

securities

of

U.S.

mid

cap

companies.

The

Fund

also

changed

its

primary

benchmark

to

the

Russell

MidCap

®

Value

Index.

1

Please

refer

to

the

Fund’s

prospectus

for

more

information.

If

you

have

questions,

please

contact

your

financial

professional.

Your

Fund’s

Goal

and

Main

Investments

The

Fund

seeks

high

total

return,

of

which

capital

appreciation

and

income

are

components.

The

Fund

normally

invests

at

least

80%

of

its

net

assets

in

U.S.

mid

cap

securities.

Mid

capitalization

companies

are

companies

with

market

capitalizations

equal

to

those

within

the

universe

of

the

Russell

Midcap

®

Value

Index

at

the

time

of

purchase.

The

Fund

invests

primarily

in

equity

securities

(including

securities

convertible

into,

or

that

we

expect

to

be

exchanged

for,

common

or

preferred

stock)

of

U.S.

companies

that

we

believe

are

available

at

market

prices

less

than

their

fundamental

value.

The

Fund

currently

does

not

expect

to

invest

more

than

10%

of

its

net

assets

in

non-

U.S.

securities.

Performance

Overview

The

Fund’s

Class

A

shares

posted

a

-8.06%

cumulative

total

return

for

the

12

months

under

review.

In

comparison,

the

Fund’s

new

primary

benchmark,

the

Russell

MidCap

®

Value

Index,

which

is

market

capitalization

weighted

and

measures

the

performance

of

those

Russell

Midcap

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates,

posted

a

-10.18%

cumulative

total

return,

while

its

old

primary

benchmark,

the

Russell

3000

®

Value

Index

posted

a

-7.25%

cumulative

total

return

for

the

same

period.

2

The

Russell

Midcap

®

Value

Index

is

replacing

the

Russell

3000

®

Value

Index

as

the

Fund’s

primary

benchmark

because

the

investment

manager

believes

that

the

benchmark

better

reflects

the

Fund’s

investment

strategies.

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

14

.

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

.

Investment

Strategy

We

employ

a

research

driven,

fundamental

value

strategy

for

the

Fund

and

select

investments

based

on

our

own

evaluation

of

the

security’s

fundamental

value,

including

for

equity

securities,

an

analysis

of

the

cash

flow

potential,

long-

term

earnings,

multiples

of

earnings

and

book

value.

We

examine

each

investment

separately

and

there

are

no

set

criteria

as

to

specific

value

parameters,

earnings

or

industry

type.

Environmental,

social

and

governance

(ESG)

related

assessments

of

companies

are

also

considered.

*Categories

within

the

Other

category

are

listed

in

full

in

the

Fund’s

Schedule

of

Investments

(SOI),

which

can

be

found

later

in

this

report.

Portfolio

Composition

10/31/22

%

of

Total

Net

Assets

Banks

8.2%

Insurance

6.8%

Chemicals

6.2%

Health

Care

Providers

&

Services

4.8%

IT

Services

4.3%

Professional

Services

4.1%

Energy

Equipment

&

Services

3.7%

Machinery

3.7%

Equity

Real

Estate

Investment

Trusts

(REITs)

3.6%

Food

Products

3.2%

Real

Estate

Management

&

Development

3.2%

Oil,

Gas

&

Consumable

Fuels

2.9%

Electric

Utilities

2.9%

Trading

Companies

&

Distributors

2.8%

Other

*

35.3%

Short-Term

Investments

&

Other

Net

Assets

4.3%

1.

Russell

Midcap

®

Value

Index

is

market

capitalization

weighted

and

measures

the

performance

of

those

Russell

Midcap

®

Index

companies

with

relatively

lower

price-to-

book

ratios

and

lower

forecasted

growth

rates.

2.

Source:

Morningstar.

The

indexes

are

unmanaged

and

include

reinvestment

of

any

income

or

distributions.

They

do

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

The

dollar

value,

number

of

shares

or

principal

amount,

and

names

of

all

portfolio

holdings

are

listed

in

the

Fund’s

Schedule

of

Investments

(SOI).

The

SOI

begins

on

page

37

.

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

12

franklintempleton.com

Annual

Report

Manager’s

Discussion

During

the

12-month

review

period,

security

selection

in

the

health

care,

industrials

and

information

technology

sectors

boosted

relative

returns.

Conversely,

stock

selection

in

the

materials,

real

estate

and

communication

services

sectors

hampered

relative

performance.

Major

positive

contributors

relative

to

the

Fund’s

benchmark

index

during

the

12-month

period

included

SLB,

Chevron

and

Kraft

Heinz.

Kraft

Heinz

is

listed

among

the

Fund’s

largest

positions

in

the

Top

10

Holdings

table

on

this

page.

Oilfield

services

firm

SLB,

formerly

Schlumberger,

was

a

positive

contributor

to

relative

performance,

as

energy

stocks

have

had

a

strong

2022

due

to

a

sharp

rise

in

oil

and

natural

gas

prices,

given

robust

demand

and

more

constrained

supplies.

The

Russian

invasion

of

Ukraine

further

pushed

up

oil

prices.

The

shares

also

benefited

as

the

company

has

continued

to

improve

free

cash

conversion,

and

accelerated

revenue

growth.

SLB

management

have

also

been

positive

on

the

outlook

for

demand

for

their

products

and

services

over

the

medium

term,

even

without

the

disruption

of

Russian

energy

supplies.

Chevron

boosted

relative

results

as

recent

quarterly

earnings

have

benefited

from

stronger

energy

prices.

The

company

also

continues

to

buy

back

its

shares,

noted

that

the

expansion

of

a

major

project

in

Kazakhstan

remains

on

schedule

and

that

it

should

see

a

resumption

of

growth

in

the

Permian

shale

basin,

an

oil

and

gas

producing

region

mostly

in

west

Texas.

Food

product

producer

Kraft

Heinz

contributed

positively

to

relative

performance

during

the

period.

The

management

team

is

pursuing

a

strategy

to

reinvigorate

certain

categories

and

brands

and

the

company

continues

to

prune

lower

growth

brands

to

position

it

for

better

growth

prospects

in

the

future.

Key

detractors

relative

to

the

Fund’s

benchmark

index

included

Liberty

Broadband,

Elanco

Animal

Health

(not

held

at

period-end)

and

Vornado

Realty

Trust.

Liberty

Broadband,

which

owns

a

stake

in

U.S.-based

cable

company

Charter

Communications,

hindered

relative

results.

Charter

Communications’

latest

quarterly

financials

showed

negative

broadband

subscriber

growth.

While

we

believe

the

company

may

face

a

couple

more

quarters

of

negative

subscriber

trends,

our

view

is

the

company

should

still

see

revenue,

EBITDA

and

free

cash

flow

growth.

The

company

is

buying

back

significant

amounts

of

stock,

which

should

continue.

Although

Charter

is

unlikely

to

go

back

to

the

more

than

1

million

subscriber

additions

of

the

past,

they

will

continue

to

add

subscribers

over

time,

in

our

view.

In

the

meantime,

we

believe

Charter’s

mobile

and

business-to-

business

services

should

continue

to

grow.

Elanco

Animal

Health,

a

U.S.-based

animal

health

care

company,

detracted

from

relative

returns

as

the

company

lowered

2022

guidance

due

to

currency

headwinds,

a

slower

recovery

from

COVID-19

lockdowns

in

China,

supply-chain

problems

and

general

economic

weakness.

High

leverage

also

disproportionately

impacted

the

company’s

equity

value

and

performance

metrics.

We

expect

business

performance

to

improve

in

the

medium

term

with

better

execution,

increased

pricing,

and

a

focus

on

innovation.

In

addition,

management

is

committed

to

bringing

down

leverage

by

using

most

of

its

free

cash

flow

to

pay

down

debt.

We

eliminated

Elanco

from

the

portfolio

at

period-end,

primarily

to

take

a

tax

loss

and

reduce

the

tax

burden

for

clients.

While

Elanco

has

high

financial

leverage,

we

still

like

the

investment

merits

of

the

company

and

might

revisit

it

during

the

course

of

the

next

year.

U.S.-based

property

operator

Vornado

Realty

Trust

detracted

from

relative

results

amid

continued

uncertainty

surrounding

the

environment

for

office

leasing,

particularly

in

New

York

City,

its

exposure

to

retail

space

as

well

as

higher

interest

rates

affecting

borrowing

costs

for

its

variable-rate

debt.

We

believe

the

current

price

assigns

an

overly

punitive

valuation

of

the

company’s

current

property

portfolio.

Thank

you

for

your

participation

in

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Top

10

Holdings

10/31/22

Company

Industry

,

Country

%

of

Total

Net

Assets

a

a

Citizens

Financial

Group,

Inc.

3.5%

Banks,

United

States

Kraft

Heinz

Co.

(The)

3.2%

Food

Products,

United

States

NortonLifeLock,

Inc.

2.7%

Software,

United

States

Lear

Corp.

2.5%

Auto

Components,

United

States

Tapestry,

Inc.

2.4%

Textiles,

Apparel

&

Luxury

Goods,

United

States

Voya

Financial,

Inc.

2.4%

Diversified

Financial

Services,

United

States

PNC

Financial

Services

Group,

Inc.

(The)

2.4%

Banks,

United

States

Everest

Re

Group

Ltd.

2.4%

Insurance,

United

States

Flex

Ltd.

2.3%

Electronic

Equipment,

Instruments

&

Components,

United

States

AES

Corp.

(The)

2.3%

Independent

Power

and

Renewable

Electricity

Producers,

United

States

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

13

franklintempleton.com

Annual

Report

Grace

Hoefig

Lead

Portfolio

Manager

Srini

Vijay,

CFA

Portfolio

Manager

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

October

31,

2022,

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.

Performance

Summary

as

of

October

31,

2022

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

14

franklintempleton.com

Annual

Report

The

performance

table

and

graphs

do

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses

of

each

class.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

10/31/22

1

Cumulative

total

return

excludes

sales

charges.

Average

annual

total

return

includes

maximum

sales

charges.

Sales

charges

will

vary

depending

on

the

size

of

the

investment

and

the

class

of

share

purchased.

The

maximum

is

5.50%

and

the

minimum

is

0%.

Class

A

:

5.50%

maximum

initial

sales

charge;

Advisor

Class:

no

sales

charges.

For

other

share

classes,

visit

franklintempleton.com.

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

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

A

4

1-Year

-8.06%

-13.12%

5-Year

+26.83%

+3.69%

10-Year

+116.55%

+7.42%

Advisor

1-Year

-7.86%

-7.86%

5-Year

+28.40%

+5.13%

10-Year

+122.03%

+8.30%

See

page

16

for

Performance

Summary

footnotes.

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Performance

Summary

15

franklintempleton.com

Annual

Report

See

page

16

for

Performance

Summary

footnotes.

Total

Return

Index

Comparison

for

a

Hypothetical

$10,000

Investment

1

Total

return

represents

the

change

in

value

of

an

investment

over

the

periods

shown.

It

includes

any

applicable

maximum

sales

charge,

Fund

expenses,

account

fees

and

reinvested

distributions.

The

unmanaged

indexes

include

reinvestment

of

any

income

or

distributions.

They

differ

from

the

Fund

in

composition

and

do

not

pay

management

fees

or

expenses.

One

cannot

invest

directly

in

an

index.

Class

A

(10/31/12–10/31/22)

Advisor

Class

(10/31/12–10/31/22)

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Performance

Summary

16

franklintempleton.com

Annual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

All

investments

involve

risks,

including

possible

loss

of

principal.

Value

securities

may

not

increase

in

price

as

anticipated

or

may

decline

further

in

value.

While

smaller

and

midsize

companies

may

offer

substantial

opportunities

for

capital

growth,

they

also

involve

heightened

risks

and

should

be

considered

speculative.

Historically,

smaller-

and

midsize-company

securities

have

been

more

volatile

in

price

than

larger-company

securities,

especially

over

the

short

term.

The

Fund

may

invest

in

foreign

securities,

which

may

involve

special

risks,

including

currency

fluctuations

and

economic

and

political

uncertainty.

The

manager’s

portfolio

selection

strategy

is

not

solely

based

on

ESG

considerations,

and

therefore

the

issuers

in

which

the

Fund

invests

may

not

be

considered

ESG-focused

companies.

Integrating

ESG

considerations

into

the

investment

process

is

not

a

guarantee

that

better

performance

will

be

achieved.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

The

Fund’s

prospectus

also

includes

a

description

of

the

main

investment

risks.

Russia’s

military

invasion

of

Ukraine

in

February

2022,

the

resulting

responses

by

the

United

States

and

other

countries,

and

the

potential

for

wider

conflict

could

increase

volatility

and

uncertainty

in

the

financial

markets

and

adversely

affect

regional

and

global

economies.

The

United

States

and

other

countries

have

imposed

broad-ranging

economic

sanctions

on

Russia

and

certain

Russian

individuals,

banking

entities

and

corporations

as

a

response

to

its

invasion

of

Ukraine.

The

United

States

and

other

countries

have

also

imposed

economic

sanctions

on

Belarus

and

may

impose

sanctions

on

other

countries

that

support

Russia’s

military

invasion.

These

sanctions,

as

well

as

any

other

economic

consequences

related

to

the

invasion,

such

as

additional

sanctions,

boycotts

or

changes

in

consumer

or

purchaser

preferences

or

cyberattacks

on

governments,

companies

or

individuals,

may

further

decrease

the

value

and

liquidity

of

certain

Russian

securities

and

securities

of

issuers

in

other

countries

that

are

subject

to

economic

sanctions

related

to

the

invasion.

1.

The

total

annual

operating

expenses

are

sourced

from

the

Fund's

prospectus

available

at

the

time

of

publication.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

4.

Prior

to

9/10/18,

these

shares

were

offered

at

a

higher

initial

sales

charge

of

5.75%,

thus

actual

returns

(with

sales

charges)

would

have

differed.

Average

annual

total

returns

(with

sales

charges)

have

been

restated

to

reflect

the

current

maximum

initial

sales

charge

of

5.50%.

5.

Source:

FactSet.

The

Russell

Midcap

®

Value

Index

is

market

capitalization

weighted

and

measures

the

performance

of

those

Russell

Midcap

®

Index

companies

with

rela-

tively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates.

The

Russell

3000

®

Value

Index

is

market

capitalization

weighted

and

measures

the

performance

of

those

Russell

3000

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates.

6.

Figures

are

as

stated

in

the

Fund’s

current

prospectus

and

may

differ

from

the

expense

ratios

disclosed

in

the

Your

Fund’s

Expenses

and

Financial

Highlights

sections

in

this

report.

In

periods

of

market

volatility,

assets

may

decline

significantly,

causing

total

annual

Fund

operating

expenses

to

become

higher

than

the

figures

shown.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

Distributions

(11/1/21–10/31/22)

Share

Class

Net

Investment

Income

Long-Term

Capital

Gain

Total

A

$0.4486

$4.5244

$4.9730

C

$0.1300

$4.5244

$4.6544

R

$0.3477

$4.5244

$4.8721

R6

$0.5824

$4.5244

$5.1068

Advisor

$0.5401

$4.5244

$5.0645

Total

Annual

Operating

Expenses

6

Share

Class

A

0.91%

Advisor

0.66%

Your

Fund’s

Expenses

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

17

franklintempleton.com

Annual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

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

table

below

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

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

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

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=

$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

184/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

5/1/22

Ending

Account

Value

10/31/22

Expenses

Paid

During

Period

5/1/22–10/31/22

1,2

Ending

Account

Value

10/31/22

Expenses

Paid

During

Period

5/1/22–10/31/22

1,2

a

Net

Annualized

Expense

Ratio

2

A

$1,000

$957.60

$4.54

$1,020.57

$4.68

0.92%

C

$1,000

$954.00

$8.21

$1,016.80

$8.48

1.67%

R

$1,000

$956.40

$5.77

$1,019.31

$5.95

1.17%

R6

$1,000

$959.30

$2.73

$1,022.42

$2.81

0.55%

Advisor

$1,000

$958.80

$3.30

$1,021.83

$3.41

0.67%

18

franklintempleton.com

Annual

Report

Franklin

Small

Cap

Value

Fund

This

annual

report

for

Franklin

Small

Cap

Value

Fund

covers

the

fiscal

year

ended

October

31,

2022.

The

Fund

closed

to

new

investors

on

May

27,

2021.

Existing

shareholders

who

had

an

open

and

funded

account

on

May

27,

2021,

may

continue

to

invest

through

exchanges

and

additional

purchases.

Please

contact

your

financial

professional

or

refer

to

the

Fund’s

prospectus

for

more

information.

Your

Fund’s

Goal

and

Main

Investments

The

Fund

seeks

long-term

total

return

by

normally

investing

at

least

80%

of

its

net

assets

in

investments

of

small-capitalization

(small-cap)

companies,

predominantly

common

stocks,

and

generally

investing

in

equity

securities

of

companies

that

we

believe

are

undervalued

at

the

time

of

purchase

and

have

the

potential

for

capital

appreciation.

We

define

small-cap

companies

as

those

with

market

capitalizations

not

exceeding

either:

the

highest

market

capitalization

in

the

Russell

2000

®

Index;

1

or

the

12-month

average

of

the

highest

market

capitalization

in

the

Russell

2000

®

Index,

whichever

is

greater

at

the

time

of

purchase.

The

Fund

may

also

invest

in

real

estate

investment

trusts

(REITs)

and

invest

up

to

25%

of

its

total

assets

in

foreign

securities.

Performance

Overview

The

Fund’s

Class

A

shares

posted

a

-7.83%

cumulative

total

return

for

the

12

months

under

review.

In

comparison,

the

Russell

2000

®

Value

Index,

which

measures

the

performance

of

those

Russell

2000

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates,

posted

a

-10.73%

cumulative

total

return

for

the

same

period.

2

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

21

.

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

.

*Categories

within

the

Other

category

are

listed

in

full

in

the

Fund’s

Schedule

of

Investments

(SOI),

which

can

be

found

later

in

this

report.

Investment

Strategy

The

Fund

generally

invests

in

equity

securities,

predominantly

common

stocks

of

small

cap

companies,

that

we

believe

are

undervalued

at

the

time

of

purchase

and

have

the

potential

for

capital

appreciation.

A

stock

is

undervalued

when

it

trades

at

less

than

the

price

at

which

we

believe

it

would

trade

if

the

market

reflected

all

factors

relating

to

the

company’s

worth.

Following

this

strategy,

the

Fund

invests

in

companies

that

we

believe

have,

for

example:

stock

prices

that

are

low

relative

to

current,

or

historical

or

future

earnings,

book

value,

cash

flow

or

sales;

recent

sharp

price

declines

but

the

potential

for

good

long-term

earnings

prospects;

and

valuable

intangibles

not

reflected

in

the

stock

price.

The

types

of

companies

the

Fund

may

invest

in

include

those

that

may

be

considered

out

of

favor

due

to

actual

or

perceived

cyclical

or

secular

challenges,

or

are

experiencing

temporary

setbacks,

diminished

expectations,

mismanagement

or

undermanagement,

or

are

financially

stressed.

Environmental,

social

and

governance

(ESG)

related

assessments

of

companies

are

also

considered.

Portfolio

Composition

10/31/22

%

of

Total

Net

Assets

Banks

14.1%

Insurance

6.6%

Hotels,

Restaurants

&

Leisure

6.3%

Trading

Companies

&

Distributors

6.1%

Oil,

Gas

&

Consumable

Fuels

5.5%

Construction

&

Engineering

5.4%

Machinery

4.6%

Health

Care

Equipment

&

Supplies

3.9%

Electronic

Equipment,

Instruments

&

Components

3.8%

Energy

Equipment

&

Services

3.7%

Equity

Real

Estate

Investment

Trusts

(REITs)

3.5%

Software

3.4%

Building

Products

3.3%

Communications

Equipment

3.1%

Other*

23.7%

Short-Term

Investments

&

Other

Net

Assets

3.0%

1.

Russell

2000

®

Index

is

market

capitalization

weighted

and

measures

the

performance

of

the

approximately

2,000

smallest

companies

in

the

Russell

3000

®

Index

that

represent

a

small

amount

of

the

total

market

capitalization

of

the

Russell

3000

®

Index.

2.

Source:

Morningstar.

The

index

is

unmanaged

and

includes

reinvestment

of

any

income

or

distributions.

It

does

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

The

dollar

value,

number

of

shares

or

principal

amount,

and

names

of

all

portfolio

holdings

are

listed

in

the

Fund’s

Schedule

of

Investments

(SOI).

The

SOI

begins

on

page

45

.

Franklin

Small

Cap

Value

Fund

19

franklintempleton.com

Annual

Report

Manager’s

Discussion

During

the

12-month

review

period,

security

selection

in

the

financials

sector,

an

underweight

in

health

care

and

stock

selection

in

industrials

boosted

relative

performance.

Conversely,

stock

selection

in

consumer

staples,

an

overweight

in

consumer

discretionary

and

stock

selection

and

an

overweight

in

materials

hindered

relative

returns.

Major

positive

contributors

relative

to

the

Fund’s

benchmark

index

for

the

12-month

period

included

Crescent

Point

Energy,

TechnipFMC

and

McGrath

RentCorp.

These

companies

are

listed

among

the

Fund’s

largest

positions

in

the

Top

10

Holdings

table

on

this

page.

Crescent

Point

Energy,

a

Canada-based

exploration

and

production

company,

boosted

relative

performance.

Multiple

factors

contributed

positively

to

the

strong

performance,

including

shareholder

friendly

actions

such

as

a

surprise

dividend

boost

and

share

buyback,

a

reduction

in

debt,

and

strong

free

cash

flow

generation

along

with

and

driven

by

an

increase

in

oil

prices.

TechnipFMC,

an

oilfield

equipment

and

services

company,

boosted

relative

performance,

driven

by

better-than-

expected

quarterly

results,

continued

strength

in

offshore

order

inflow,

and

visibility

on

an

improving

industry

order

pipeline.

Additionally,

the

board

authorized

a

share

buyback

program

and

management

reiterated

its

intention

to

start

quarterly

dividends

in

the

second

half

of

2023.

McGrath

RentCorp,

a

provider

of

modular

classrooms,

offices

and

storage

containers,

outperformed

during

the

period

driven

by

improving

rental

rates

and

the

successful

integration

of

recent

acquisitions.

We

continue

to

find

the

shares

attractive

due

to

the

company’s

discounted

valuation

relative

to

its

closest

publicly

traded

peer

and

management’s

ability

to

continue

to

consolidate

the

modular

classroom

industry.

Among

key

detractors

relative

to

the

Fund’s

benchmark

index

were

Knowles,

Bread

Financial

Holdings

and

Great

Lakes

Dredge

&

Dock.

Shares

of

Knowles,

a

provider

of

advanced

micro-acoustic,

audio

processing,

and

precision

device

solutions,

detracted

from

results.

Lower

global

demand

for

consumer

electronics,

COVID-19

related

shutdowns

in

China,

excess

inventory

in

the

supply

chain,

and

the

shift

away

from

commoditized

products

led

to

a

drop

in

capacity

utilization.

Furthermore,

the

company

recently

initiated

a

restructuring

program

to

decrease

its

exposure

to

the

commodity

MEMS

microphone

business.

Bread

Financial

Holdings,

a

leading

provider

of

private

label/

co-branded

credit

card

and

loyalty

solutions

to

retailers,

hindered

relative

performance

following

mixed

quarterly

earnings

and

concerns

about

the

loss

of

a

major

credit

card

customer.

Additionally,

concerns

regarding

a

potential

downturn

in

the

U.S.

economy,

which

could

lead

to

elevated

credit

losses,

have

weighed

on

shares.

Great

Lakes

Dredge

&

Dock,

a

U.S.-focused

dredging

company,

underperformed

due

to

weaker-than-expected

second-quarter

results.

The

company

has

faced

operational

challenges

throughout

2022

due

to

COVID-19,

supply-

chain

issues,

labor

costs,

weather

and

dry

dock

scheduling,

leading

to

a

shortfall

in

meeting

full-year

2022

guidance.

Thank

you

for

your

participation

in

Franklin

Small

Cap

Value

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Steven

Raineri

Lead

Portfolio

Manager

Nicholas

Karzon,

CFA

Portfolio

Manager

Christopher

Meeker,

CFA

Portfolio

Manager

Top

10

Holdings

10/31/22

Company

Industry

,

Country

%

of

Total

Net

Assets

a

a

Crescent

Point

Energy

Corp.

3.4%

Oil,

Gas

&

Consumable

Fuels,

Canada

McGrath

RentCorp

3.2%

Trading

Companies

&

Distributors,

United

States

NetScout

Systems,

Inc.

3.1%

Communications

Equipment,

United

States

Hanover

Insurance

Group,

Inc.

(The)

3.0%

Insurance,

United

States

TechnipFMC

plc

2.9%

Energy

Equipment

&

Services,

United

Kingdom

WillScot

Mobile

Mini

Holdings

Corp.

2.8%

Construction

&

Engineering,

United

States

SouthState

Corp.

2.8%

Banks,

United

States

ACI

Worldwide,

Inc.

2.7%

Software,

United

States

Integer

Holdings

Corp.

2.5%

Health

Care

Equipment

&

Supplies,

United

States

Columbia

Banking

System,

Inc.

2.4%

Banks,

United

States

Franklin

Small

Cap

Value

Fund

20

franklintempleton.com

Annual

Report

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

October

31,

2022,

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.

Performance

Summary

as

of

October

31,

2022

Franklin

Small

Cap

Value

Fund

21

franklintempleton.com

Annual

Report

The

performance

table

and

graphs

do

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses

of

each

class.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

10/31/22

1

Cumulative

total

return

excludes

sales

charges.

Average

annual

total

return

includes

maximum

sales

charges.

Sales

charges

will

vary

depending

on

the

size

of

the

investment

and

the

class

of

share

purchased.

The

maximum

is

5.50%

and

the

minimum

is

0%.

Class

A

:

5.50%

maximum

initial

sales

charge;

Advisor

Class:

no

sales

charges.

For

other

share

classes,

visit

franklintempleton.com.

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

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

A

4

1-Year

-7.83%

-12.90%

5-Year

+33.91%

+4.82%

10-Year

+148.65%

+8.92%

Advisor

1-Year

-7.59%

-7.59%

5-Year

+35.60%

+6.28%

10-Year

+155.33%

+9.83%

See

page

23

for

Performance

Summary

footnotes.

Franklin

Small

Cap

Value

Fund

Performance

Summary

22

franklintempleton.com

Annual

Report

See

page

23

for

Performance

Summary

footnotes.

Total

Return

Index

Comparison

for

a

Hypothetical

$10,000

Investment

1

Total

return

represents

the

change

in

value

of

an

investment

over

the

periods

shown.

It

includes

any

applicable

maximum

sales

charge,

Fund

expenses,

account

fees

and

reinvested

distributions.

The

unmanaged

index

includes

reinvestment

of

any

income

or

distributions.

It

differs

from

the

Fund

in

composition

and

does

not

pay

management

fees

or

expenses.

One

cannot

invest

directly

in

an

index.

Class

A

(10/31/12–10/31/22)

Advisor

Class

(10/31/12–10/31/22)

Franklin

Small

Cap

Value

Fund

Performance

Summary

23

franklintempleton.com

Annual

Report

5

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

All

investments

involve

risks,

including

possible

loss

of

principal.

The

Fund’s

investments

in

smaller-company

stocks

carry

special

risks

as

such

stocks

have

historically

exhibited

greater

price

volatility

than

larger-company

stocks,

particularly

over

the

short

term.

Value

securities

may

not

increase

in

price

as

anticipat-

ed

or

may

decline

further

in

value.

Additionally,

smaller

companies

often

have

relatively

small

revenues,

limited

product

lines

and

small

market

share.

In

addition,

the

Fund

may

invest

up

to

25%

of

its

total

assets

in

foreign

securities,

which

involve

special

risks,

including

currency

fluctuations

and

economic

and

political

un-

certainty.

REITS

may

be

affected

by

any

change

in

the

value

of

the

properties

owned

and

other

factors,

and

their

prices

tend

to

go

up

and

down.

The

manager’s

portfolio

selection

strategy

is

not

solely

based

on

ESG

considerations,

and

therefore

the

issuers

in

which

the

Fund

invests

may

not

be

considered

ESG-focused

companies.

Integrating

ESG

considerations

into

the

investment

process

is

not

a

guarantee

that

better

performance

will

be

achieved.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

The

Fund’s

prospectus

also

includes

a

description

of

the

main

investment

risks.

Russia’s

military

invasion

of

Ukraine

in

February

2022,

the

resulting

responses

by

the

United

States

and

other

countries,

and

the

potential

for

wider

conflict

could

increase

volatility

and

uncertainty

in

the

financial

markets

and

adversely

affect

regional

and

global

economies.

The

United

States

and

other

countries

have

im-

posed

broad-ranging

economic

sanctions

on

Russia

and

certain

Russian

individuals,

banking

entities

and

corporations

as

a

response

to

its

invasion

of

Ukraine.

The

United

States

and

other

countries

have

also

imposed

economic

sanctions

on

Belarus

and

may

impose

sanctions

on

other

countries

that

support

Russia’s

military

invasion.

These

sanctions,

as

well

as

any

other

economic

consequences

related

to

the

invasion,

such

as

additional

sanctions,

boycotts

or

changes

in

consumer

or

purchaser

preferences

or

cyberattacks

on

governments,

companies

or

individuals,

may

further

decrease

the

value

and

liquidity

of

certain

Russian

securities

and

securities

of

issuers

in

other

countries

that

are

subject

to

economic

sanctions

related

to

the

invasion.

1.

The

total

annual

operating

expenses

are

sourced

from

the

Fund's

prospectus

available

at

the

time

of

publication.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

4.

Prior

to

9/10/18,

these

shares

were

offered

at

a

higher

initial

sales

charge

of

5.75%,

thus

actual

returns

(with

sales

charges)

would

have

differed.

Average

annual

total

returns

(with

sales

charges)

have

been

restated

to

reflect

the

current

maximum

initial

sales

charge

of

5.50%.

5.

Source:

FactSet.

The

Russell

2000

®

Value

Index

is

market

capitalization

weighted

and

measures

the

performance

of

those

Russell

2000

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates.

6.

Figures

are

as

stated

in

the

Fund’s

current

prospectus

and

may

differ

from

the

expense

ratios

disclosed

in

the

Your

Fund’s

Expenses

and

Financial

Highlights

sections

in

this

report.

In

periods

of

market

volatility,

assets

may

decline

significantly,

causing

total

annual

Fund

operating

expenses

to

become

higher

than

the

figures

shown.

See

www.franklintempletondatasources.com

for

additional

data

provider

information.

Distributions

(11/1/21–10/31/22)

Share

Class

Net

Investment

Income

Short-Term

Capital

Gain

Long-Term

Capital

Gain

Total

A

$0.3351

$2.6536

$2.7149

$5.7036

C

–

$2.6536

$2.7149

$5.3685

R

$0.1766

$2.6536

$2.7149

$5.5451

R6

$0.5875

$2.6536

$2.7149

$5.9560

Advisor

$0.5001

$2.6536

$2.7149

$5.8686

Total

Annual

Operating

Expenses

6

Share

Class

A

1.00%

Advisor

0.75%

Your

Fund’s

Expenses

Franklin

Small

Cap

Value

Fund

24

franklintempleton.com

Annual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

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

table

below

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

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

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

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=

$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

184/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

5/1/22

Ending

Account

Value

10/31/22

Expenses

Paid

During

Period

5/1/22–10/31/22

1,2

Ending

Account

Value

10/31/22

Expenses

Paid

During

Period

5/1/22–10/31/22

1,2

a

Net

Annualized

Expense

Ratio

2

A

$1,000

$988.80

$4.98

$1,020.19

$5.06

0.99%

C

$1,000

$985.10

$8.72

$1,016.42

$8.86

1.74%

R

$1,000

$987.70

$6.24

$1,018.93

$6.33

1.24%

R6

$1,000

$990.80

$2.99

$1,022.21

$3.03

0.59%

Advisor

$1,000

$990.10

$3.74

$1,021.45

$3.80

0.75%

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

MicroCap

Value

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

25

a

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginnin

g

of

year

...................

$32.58

$21.77

$29.32

$31.06

$36.43

Income

from

investment

operations

a

:

Net

investment

income

(loss)

b

....................

0.12

0.11

c

0.11

0.06

(0.04)

Net

realized

and

unrealized

gains

(losses)

...........

(0.81)

12.15

(2.89)

(0.03)

(2.70)

Total

from

investment

operations

....................

(0.69)

12.26

(2.78)

0.03

(2.74)

Less

distributions

from:

Net

investment

income

..........................

(0.08)

(0.11)

(0.06)

—

(—)

d

Net

realized

gains

.............................

(4.24)

(1.34)

(4.71)

(1.77)

(2.63)

Total

distributions

...............................

(4.32)

(1.45)

(4.77)

(1.77)

(2.63)

Net

asset

value,

end

of

year

.......................

$27.57

$32.58

$21.77

$29.32

$31.06

Total

return

e

...................................

(2.00)%

57.97%

(12.10)%

0.58%

(8.11)%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

1.24%

1.23%

1.28%

1.22%

1.17%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

1.22%

f

1.23%

g

1.27%

f

1.21%

f

1.16%

f

Net

investment

income

(loss)

......................

0.45%

0.37%

c

0.50%

0.23%

(0.11)%

Supplemental

data

Net

assets,

end

of

year

(000’s)

.....................

$144,717

$161,200

$94,015

$145,897

$184,613

Portfolio

turnover

rate

............................

19.91%

31.98%

31.04%

7.04%

4.08%

a

The

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.05

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.20%.

d

Amount

rounds

to

less

than

$0.01

per

share.

e

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

g

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

26

a

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

...................

$33.21

$22.17

$29.80

$31.43

$36.85

Income

from

investment

operations

a

:

Net

investment

income

b

.........................

0.22

0.22

c

0.20

0.16

0.08

Net

realized

and

unrealized

gains

(losses)

...........

(0.82)

12.36

(2.94)

(0.02)

(2.74)

Total

from

investment

operations

....................

(0.60)

12.58

(2.74)

0.14

(2.66)

Less

distributions

from:

Net

investment

income

..........................

(0.19)

(0.20)

(0.18)

—

(0.13)

Net

realized

gains

.............................

(4.24)

(1.34)

(4.71)

(1.77)

(2.63)

Total

distributions

...............................

(4.43)

(1.54)

(4.89)

(1.77)

(2.76)

Net

asset

value,

end

of

year

.......................

$28.18

$33.21

$22.17

$29.80

$31.43

Total

return

....................................

(1.67)%

58.51%

(11.80)%

0.97%

(7.83)%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.91%

0.91%

0.95%

0.89%

0.85%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

0.87%

d

0.88%

0.91%

d

0.86%

d

0.82%

d

Net

investment

income

...........................

0.79%

0.72%

c

0.86%

0.58%

0.23%

Supplemental

data

Net

assets,

end

of

year

(000’s)

.....................

$25,570

$23,137

$12,299

$19,266

$21,070

Portfolio

turnover

rate

............................

19.91%

31.98%

31.04%

7.04%

4.08%

a

The

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.05

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.54%.

d

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

27

a

Year

Ended

October

31,

2022

2021

2020

2019

2018

Advisor

Class

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

...................

$32.96

$22.01

$29.62

$31.28

$36.67

Income

from

investment

operations

a

:

Net

investment

income

b

.........................

0.19

0.19

c

0.17

0.15

0.05

Net

realized

and

unrealized

gains

(losses)

...........

(0.81)

12.28

(2.94)

(0.04)

(2.72)

Total

from

investment

operations

....................

(0.62)

12.47

(2.77)

0.11

(2.67)

Less

distributions

from:

Net

investment

income

..........................

(0.15)

(0.18)

(0.13)

—

(0.09)

Net

realized

gains

.............................

(4.24)

(1.34)

(4.71)

(1.77)

(2.63)

Total

distributions

...............................

(4.39)

(1.52)

(4.84)

(1.77)

(2.72)

Net

asset

value,

end

of

year

.......................

$27.95

$32.96

$22.01

$29.62

$31.28

Total

return

....................................

(1.77)%

58.40%

(11.95)%

0.87%

(7.90)%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.99%

0.98%

1.03%

0.97%

0.92%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

0.97%

d

0.98%

e

1.02%

d

0.96%

d

0.91%

d

Net

investment

income

...........................

0.69%

0.60%

c

0.73%

0.48%

0.14%

Supplemental

data

Net

assets,

end

of

year

(000’s)

.....................

$44,877

$38,829

$22,429

$29,687

$53,329

Portfolio

turnover

rate

............................

19.91%

31.98%

31.04%

7.04%

4.08%

a

The

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.05

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.43%.

d

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

e

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Schedule

of

Investments,

October

31,

2022

Franklin

MicroCap

Value

Fund

franklintempleton.com

Annual

Report

28

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

91.2%

Aerospace

&

Defense

1.7%

a

Ducommun,

Inc.

......................................

United

States

49,125

$

2,319,191

Magellan

Aerospace

Corp.

..............................

Canada

243,900

1,262,108

3,581,299

Banks

22.6%

American

National

Bankshares

,

Inc.

.......................

United

States

94,823

3,467,677

Arrow

Financial

Corp.

..................................

United

States

101,788

3,544,258

Bar

Harbor

Bankshares

.................................

United

States

121,700

3,652,217

First

Business

Financial

Services,

Inc.

......................

United

States

130,500

4,978,575

First

Internet

Bancorp

..................................

United

States

85,500

2,196,495

a

First

Western

Financial,

Inc.

.............................

United

States

110,706

3,056,593

Investar

Holding

Corp.

.................................

United

States

184,381

3,971,567

Northeast

Bank

.......................................

United

States

101,675

4,280,517

Northrim

BanCorp

,

Inc.

.................................

United

States

60,900

2,967,657

Orrstown

Financial

Services,

Inc.

.........................

United

States

111,725

2,957,361

Peapack

-Gladstone

Financial

Corp.

.......................

United

States

114,985

4,549,956

Peoples

Financial

Services

Corp.

.........................

United

States

66,013

3,630,055

Premier

Financial

Corp.

.................................

United

States

127,500

3,678,375

WesBanco

,

Inc.

.......................................

United

States

42,357

1,712,917

48,644,220

Biotechnology

2.9%

a

Anika

Therapeutics,

Inc.

................................

United

States

108,392

3,080,501

a

Catalyst

Pharmaceuticals,

Inc.

...........................

United

States

118,100

1,638,047

a

Vanda

Pharmaceuticals,

Inc.

.............................

United

States

141,200

1,478,364

6,196,912

Commercial

Services

&

Supplies

1.3%

a

Heritage-Crystal

Clean,

Inc.

.............................

United

States

98,400

2,703,048

Communications

Equipment

4.1%

a

Digi

International,

Inc.

..................................

United

States

113,801

4,589,594

a

PCTEL,

Inc.

.........................................

United

States

393,331

1,828,989

a

Sierra

Wireless,

Inc.

...................................

Canada

78,100

2,318,008

8,736,591

Construction

&

Engineering

3.9%

a

Matrix

Service

Co.

.....................................

United

States

535,141

2,622,191

a

Northwest

Pipe

Co.

....................................

United

States

65,700

2,233,143

a

Sterling

Infrastructure,

Inc.

..............................

United

States

127,451

3,439,902

8,295,236

Diversified

Telecommunication

Services

0.6%

ATN

International,

Inc.

..................................

United

States

29,000

1,250,480

Electrical

Equipment

3.4%

LSI

Industries,

Inc.

....................................

United

States

309,318

2,375,562

Powell

Industries,

Inc.

..................................

United

States

94,700

2,336,249

Preformed

Line

Products

Co.

............................

United

States

32,700

2,595,399

7,307,210

Electronic

Equipment,

Instruments

&

Components

2.4%

a

Daktronics,

Inc.

.......................................

United

States

754,858

2,581,614

a

Kimball

Electronics,

Inc.

................................

United

States

120,416

2,488,999

5,070,613

Energy

Equipment

&

Services

3.4%

a

Geospace

Technologies

Corp.

............................

United

States

200,000

808,000

Franklin

Value

Investors

Trust

Schedule

of

Investments

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

29

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Energy

Equipment

&

Services

(continued)

a

Helix

Energy

Solutions

Group,

Inc.

........................

United

States

526,542

$

3,685,794

a

Oil

States

International,

Inc.

.............................

United

States

431,890

2,794,328

7,288,122

Equity

Real

Estate

Investment

Trusts

(REITs)

5.0%

Alpine

Income

Property

Trust,

Inc.

.........................

United

States

193,121

3,563,082

CTO

Realty

Growth,

Inc.

................................

United

States

186,588

3,750,419

Indus

Realty

Trust,

Inc.

.................................

United

States

64,378

3,334,137

10,647,638

Food

&

Staples

Retailing

1.5%

Village

Super

Market,

Inc.,

A

.............................

United

States

148,898

3,311,492

Food

Products

0.5%

Alico

,

Inc.

...........................................

United

States

35,800

1,096,196

Health

Care

Equipment

&

Supplies

5.0%

a

Orthofix

Medical,

Inc.

..................................

United

States

107,400

1,724,844

a

Semler

Scientific,

Inc.

..................................

United

States

50,939

2,139,947

a

UFP

Technologies,

Inc.

.................................

United

States

33,400

3,134,590

Utah

Medical

Products,

Inc.

..............................

United

States

41,696

3,733,877

10,733,258

Health

Care

Technology

1.8%

a

CareCloud

,

Inc.

.......................................

United

States

361,530

1,282,819

a

Computer

Programs

and

Systems,

Inc.

.....................

United

States

83,329

2,691,527

3,974,346

Hotels,

Restaurants

&

Leisure

4.2%

a

Century

Casinos,

Inc.

..................................

United

States

333,062

2,647,843

a

Chuy's

Holdings,

Inc.

..................................

United

States

97,300

2,850,890

Ruth's

Hospitality

Group,

Inc.

............................

United

States

169,600

3,524,288

9,023,021

Household

Durables

1.1%

Hooker

Furnishings

Corp.

...............................

United

States

161,110

2,432,761

Independent

Power

and

Renewable

Electricity

Producers

1.1%

Polaris

Renewable

Energy,

Inc.

...........................

Canada

193,300

2,355,241

Insurance

1.4%

Tiptree,

Inc.

..........................................

United

States

101,718

1,238,925

United

Fire

Group,

Inc.

.................................

United

States

64,200

1,739,820

2,978,745

Interactive

Media

&

Services

1.8%

a

DHI

Group,

Inc.

.......................................

United

States

360,217

2,305,389

a

QuinStreet

,

Inc.

.......................................

United

States

145,800

1,663,578

3,968,967

IT

Services

1.5%

Hackett

Group,

Inc.

(The)

...............................

United

States

152,200

3,324,048

Machinery

6.0%

Alamo

Group,

Inc.

.....................................

United

States

18,100

2,752,648

Graham

Corp.

........................................

United

States

147,510

1,312,839

Hurco

Cos.,

Inc.

......................................

United

States

95,500

2,210,825

a

L

B

Foster

Co.,

A

......................................

United

States

190,465

1,904,650

Miller

Industries,

Inc.

...................................

United

States

108,800

2,766,784

Franklin

Value

Investors

Trust

Schedule

of

Investments

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

30

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Machinery

(continued)

Shyft

Group,

Inc.

(The)

.................................

United

States

87,817

$

2,018,035

12,965,781

Media

0.1%

Entravision

Communications

Corp.,

A

......................

United

States

53,891

252,210

Metals

&

Mining

1.5%

Haynes

International,

Inc.

...............................

United

States

64,177

3,138,897

Oil,

Gas

&

Consumable

Fuels

0.6%

VAALCO

Energy,

Inc.

..................................

United

States

269,500

1,387,925

Paper

&

Forest

Products

1.2%

Mercer

International,

Inc.

................................

Germany

192,300

2,580,666

Pharmaceuticals

0.9%

a

Harrow

Health,

Inc.

....................................

United

States

167,755

2,018,093

Professional

Services

1.6%

Resources

Connection,

Inc.

.............................

United

States

187,400

3,423,798

Semiconductors

&

Semiconductor

Equipment

0.5%

a

AXT,

Inc.

............................................

United

States

254,300

1,154,522

Specialty

Retail

1.5%

a

Children's

Place,

Inc.

(The)

..............................

United

States

30,300

1,226,544

a

Genesco,

Inc.

........................................

United

States

40,504

1,905,308

3,131,852

Textiles,

Apparel

&

Luxury

Goods

2.3%

a

Delta

Apparel,

Inc.

.....................................

United

States

72,636

1,097,530

Rocky

Brands,

Inc.

....................................

United

States

104,520

2,057,476

a

Vera

Bradley,

Inc.

.....................................

United

States

551,274

1,791,641

4,946,647

Thrifts

&

Mortgage

Finance

3.0%

Southern

Missouri

Bancorp,

Inc.

..........................

United

States

76,800

3,936,000

Territorial

Bancorp,

Inc.

.................................

United

States

121,739

2,513,910

6,449,910

Wireless

Telecommunication

Services

0.8%

Spok

Holdings,

Inc.

....................................

United

States

202,951

1,783,939

Total

Common

Stocks

(Cost

$138,695,892)

.....................................

196,153,684

Franklin

Value

Investors

Trust

Schedule

of

Investments

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

31

Short

Term

Investments

9.4%

a

a

Country

Shares

a

Value

a

a

a

Money

Market

Funds

9.4%

b,c

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

2.86%

.....

United

States

20,193,831

$

20,193,831

Total

Money

Market

Funds

(Cost

$20,193,831)

..................................

20,193,831

Total

Short

Term

Investments

(Cost

$20,193,831

)

................................

20,193,831

a

Total

Investments

(Cost

$158,889,723)

100.6%

..................................

$216,347,515

Other

Assets,

less

Liabilities

(0.6)%

...........................................

(1,184,080)

Net

Assets

100.0%

...........................................................

$215,163,435

a

Non-income

producing.

b

See

Note

3(f)

regarding

investments

in

affiliated

management

investment

companies.

c

The

rate

shown

is

the

annualized

seven-day

effective

yield

at

period

end.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

32

a

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

...................

$40.20

$27.59

$34.61

$37.93

$41.08

Income

from

investment

operations

a

:

Net

investment

income

b

.........................

0.37

0.43

1.14

c

0.52

0.45

Net

realized

and

unrealized

gains

(losses)

...........

(3.28)

13.37

(5.47)

1.13

(0.43)

Total

from

investment

operations

....................

(2.91)

13.80

(4.33)

1.65

0.02

Less

distributions

from:

Net

investment

income

..........................

(0.45)

(1.19)

(0.54)

(0.46)

(0.46)

Net

realized

gains

.............................

(4.52)

—

(2.15)

(4.51)

(2.71)

Total

distributions

...............................

(4.97)

(1.19)

(2.69)

(4.97)

(3.17)

Net

asset

value,

end

of

year

.......................

$32.32

$40.20

$27.59

$34.61

$37.93

Total

return

d

...................................

(8.06)%

51.14%

(13.94)%

6.22%

(0.15)%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.91%

0.91%

0.95%

0.93%

0.91%

Expenses

net

of

waiver

and

payments

by

affiliates

e

......

0.90%

0.91%

f

0.93%

0.89%

0.86%

Net

investment

income

...........................

1.07%

1.18%

3.94%

c

1.55%

1.13%

Supplemental

data

Net

assets,

end

of

year

(000’s)

.....................

$688,933

$790,329

$538,538

$735,919

$772,976

Portfolio

turnover

rate

............................

66.63%

60.45%

57.78%

44.31%

29.85%

a

The

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.69

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.55%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

33

a

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

...................

$38.15

$26.21

$32.97

$36.13

$39.27

Income

from

investment

operations

a

:

Net

investment

income

b

.........................

0.11

0.15

0.93

c

0.26

0.15

Net

realized

and

unrealized

gains

(losses)

...........

(3.11)

12.72

(5.28)

1.09

(0.41)

Total

from

investment

operations

....................

(3.00)

12.87

(4.35)

1.35

(0.26)

Less

distributions

from:

Net

investment

income

..........................

(0.13)

(0.93)

(0.26)

—

(0.17)

Net

realized

gains

.............................

(4.52)

—

(2.15)

(4.51)

(2.71)

Total

distributions

...............................

(4.65)

(0.93)

(2.41)

(4.51)

(2.88)

Net

asset

value,

end

of

year

.......................

$30.50

$38.15

$26.21

$32.97

$36.13

Total

return

d

...................................

(8.77)%

50.06%

(14.57)%

5.41%

(0.91)%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

1.66%

1.66%

1.70%

1.68%

1.66%

Expenses

net

of

waiver

and

payments

by

affiliates

e

......

1.65%

1.66%

f

1.68%

1.64%

1.61%

Net

investment

income

...........................

0.32%

0.42%

3.36%

c

0.80%

0.38%

Supplemental

data

Net

assets,

end

of

year

(000’s)

.....................

$15,412

$20,132

$15,881

$27,443

$33,854

Portfolio

turnover

rate

............................

66.63%

60.45%

57.78%

44.31%

29.85%

a

The

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.66

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.97%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

34

a

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

...................

$40.34

$27.67

$34.70

$37.99

$41.10

Income

from

investment

operations

a

:

Net

investment

income

b

.........................

0.28

0.34

1.11

c

0.44

0.35

Net

realized

and

unrealized

gains

(losses)

...........

(3.29)

13.44

(5.55)

1.14

(0.42)

Total

from

investment

operations

....................

(3.01)

13.78

(4.44)

1.58

(0.07)

Less

distributions

from:

Net

investment

income

..........................

(0.35)

(1.11)

(0.44)

(0.36)

(0.33)

Net

realized

gains

.............................

(4.52)

—

(2.15)

(4.51)

(2.71)

Total

distributions

...............................

(4.87)

(1.11)

(2.59)

(4.87)

(3.04)

Net

asset

value,

end

of

year

.......................

$32.46

$40.34

$27.67

$34.70

$37.99

Total

return

....................................

(8.32)%

50.87%

(14.16)%

5.94%

(0.39)%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

1.16%

1.16%

1.20%

1.18%

1.16%

Expenses

net

of

waiver

and

payments

by

affiliates

d

......

1.15%

1.16%

e

1.18%

1.14%

1.11%

Net

investment

income

...........................

0.82%

0.93%

3.80%

c

1.30%

0.88%

Supplemental

data

Net

assets,

end

of

year

(000’s)

.....................

$5,419

$6,362

$4,465

$6,764

$7,280

Portfolio

turnover

rate

............................

66.63%

60.45%

57.78%

44.31%

29.85%

a

The

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.70

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.41%.

d

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

e

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

35

a

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

...................

$41.93

$28.73

$35.93

$39.20

$42.38

Income

from

investment

operations

a

:

Net

investment

income

b

.........................

0.51

0.59

1.27

c

0.67

0.61

Net

realized

and

unrealized

gains

(losses)

...........

(3.43)

13.91

(5.65)

1.18

(0.45)

Total

from

investment

operations

....................

(2.92)

14.50

(4.38)

1.85

0.16

Less

distributions

from:

Net

investment

income

..........................

(0.58)

(1.30)

(0.67)

(0.61)

(0.63)

Net

realized

gains

.............................

(4.52)

—

(2.15)

(4.51)

(2.71)

Total

distributions

...............................

(5.10)

(1.30)

(2.82)

(5.12)

(3.34)

Net

asset

value,

end

of

year

.......................

$33.91

$41.93

$28.73

$35.93

$39.20

Total

return

....................................

(7.76)%

51.74%

(13.61)%

6.61%

0.19%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.59%

0.59%

0.61%

0.59%

0.57%

Expenses

net

of

waiver

and

payments

by

affiliates

d

......

0.55%

0.55%

0.55%

0.52%

0.50%

Net

investment

income

...........................

1.42%

1.54%

4.24%

c

1.92%

1.49%

Supplemental

data

Net

assets,

end

of

year

(000’s)

.....................

$36,512

$39,290

$27,952

$36,398

$36,580

Portfolio

turnover

rate

............................

66.63%

60.45%

57.78%

44.31%

29.85%

a

The

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.72

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.85%.

d

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

36

a

Year

Ended

October

31,

2022

2021

2020

2019

2018

Advisor

Class

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

...................

$42.04

$28.80

$36.01

$39.26

$42.39

Income

from

investment

operations

a

:

Net

investment

income

b

.........................

0.48

0.55

1.28

c

0.63

0.57

Net

realized

and

unrealized

gains

(losses)

...........

(3.44)

13.95

(5.72)

1.19

(0.46)

Total

from

investment

operations

....................

(2.96)

14.50

(4.44)

1.82

0.11

Less

distributions

from:

Net

investment

income

..........................

(0.54)

(1.26)

(0.62)

(0.56)

(0.53)

Net

realized

gains

.............................

(4.52)

—

(2.15)

(4.51)

(2.71)

Total

distributions

...............................

(5.06)

(1.26)

(2.77)

(5.07)

(3.24)

Net

asset

value,

end

of

year

.......................

$34.02

$42.04

$28.80

$36.01

$39.26

Total

return

....................................

(7.86)%

51.57%

(13.71)%

6.48%

0.07%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.66%

0.66%

0.70%

0.68%

0.66%

Expenses

net

of

waiver

and

payments

by

affiliates

d

......

0.65%

0.66%

e

0.68%

0.64%

0.61%

Net

investment

income

...........................

1.32%

1.43%

4.22%

c

1.80%

1.38%

Supplemental

data

Net

assets,

end

of

year

(000’s)

.....................

$46,625

$56,787

$34,029

$47,427

$48,616

Portfolio

turnover

rate

............................

66.63%

60.45%

57.78%

44.31%

29.85%

a

The

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.72

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.83%.

d

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

e

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Schedule

of

Investments,

October

31,

2022

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

franklintempleton.com

Annual

Report

37

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

95.7%

Aerospace

&

Defense

2.5%

Airbus

SE

...........................................

France

95,506

$

10,334,633

Huntington

Ingalls

Industries,

Inc.

.........................

United

States

37,489

9,637,297

19,971,930

Auto

Components

2.5%

Lear

Corp.

..........................................

United

States

143,735

19,937,482

Banks

8.2%

Citizens

Financial

Group,

Inc.

............................

United

States

675,062

27,610,036

ING

Groep

NV

.......................................

Netherlands

882,542

8,684,294

PNC

Financial

Services

Group,

Inc.

(The)

...................

United

States

116,147

18,796,069

a

SVB

Financial

Group

...................................

United

States

42,319

9,773,996

64,864,395

Building

Products

2.2%

Johnson

Controls

International

plc

.........................

United

States

304,541

17,614,651

Chemicals

6.2%

Ashland,

Inc.

.........................................

United

States

161,998

16,996,830

Avient

Corp.

.........................................

United

States

454,783

15,685,466

Huntsman

Corp.

......................................

United

States

612,689

16,395,557

49,077,853

Commercial

Services

&

Supplies

1.2%

a

Stericycle,

Inc.

.......................................

United

States

207,909

9,268,583

Construction

&

Engineering

1.7%

a

WillScot

Mobile

Mini

Holdings

Corp.

.......................

United

States

312,872

13,306,446

Diversified

Financial

Services

2.4%

Voya

Financial,

Inc.

....................................

United

States

280,725

19,190,361

Electric

Utilities

2.9%

Entergy

Corp.

........................................

United

States

107,474

11,514,765

Evergy

,

Inc.

..........................................

United

States

181,447

11,091,855

22,606,620

Electrical

Equipment

1.5%

Regal

Rexnord

Corp.

..................................

United

States

93,999

11,894,633

Electronic

Equipment,

Instruments

&

Components

2.3%

a

Flex

Ltd.

............................................

United

States

946,397

18,530,453

Energy

Equipment

&

Services

3.7%

Baker

Hughes

Co.

.....................................

United

States

493,362

13,646,393

Schlumberger

NV

.....................................

United

States

307,061

15,976,384

29,622,777

Equity

Real

Estate

Investment

Trusts

(REITs)

3.6%

Brixmor

Property

Group,

Inc.

.............................

United

States

816,394

17,397,356

Vornado

Realty

Trust

...................................

United

States

456,582

10,770,770

28,168,126

Food

Products

3.2%

Kraft

Heinz

Co.

(The)

..................................

United

States

659,478

25,370,119

Health

Care

Providers

&

Services

4.8%

AmerisourceBergen

Corp.

...............................

United

States

73,791

11,601,421

CVS

Health

Corp.

.....................................

United

States

79,333

7,512,835

Elevance

Health,

Inc.

..................................

United

States

16,795

9,183,002

Franklin

Value

Investors

Trust

Schedule

of

Investments

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

38

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Health

Care

Providers

&

Services

(continued)

Humana,

Inc.

........................................

United

States

16,885

$

9,423,181

37,720,439

Household

Durables

2.3%

DR

Horton,

Inc.

.......................................

United

States

239,401

18,405,149

Independent

Power

and

Renewable

Electricity

Producers

2.3%

AES

Corp.

(The)

......................................

United

States

704,191

18,421,637

Insurance

6.8%

Everest

Re

Group

Ltd.

.................................

United

States

58,073

18,737,834

Hartford

Financial

Services

Group,

Inc.

(The)

................

United

States

243,586

17,638,062

Willis

Towers

Watson

plc

................................

United

States

80,268

17,515,281

53,891,177

Internet

&

Direct

Marketing

Retail

0.5%

eBay,

Inc.

...........................................

United

States

101,282

4,035,075

IT

Services

4.3%

a

Fiserv,

Inc.

..........................................

United

States

56,998

5,855,974

Global

Payments,

Inc.

..................................

United

States

142,043

16,229,833

SS&C

Technologies

Holdings,

Inc.

.........................

United

States

235,885

12,129,207

34,215,014

Machinery

3.7%

Parker-Hannifin

Corp.

..................................

United

States

58,042

16,868,166

Timken

Co.

(The)

.....................................

United

States

177,529

12,656,042

29,524,208

Media

1.1%

a

Liberty

Broadband

Corp.,

C

..............................

United

States

101,949

8,607,554

Metals

&

Mining

0.8%

Alcoa

Corp.

..........................................

United

States

157,821

6,159,754

Oil,

Gas

&

Consumable

Fuels

2.9%

Chevron

Corp.

.......................................

United

States

73,221

13,245,679

Williams

Cos.,

Inc.

(The)

................................

United

States

289,568

9,477,561

22,723,240

Personal

Products

1.5%

a

Haleon

plc

..........................................

United

Kingdom

3,830,237

11,745,251

Pharmaceuticals

2.2%

GSK

plc

............................................

United

States

668,807

10,955,793

Merck

&

Co.,

Inc.

.....................................

United

States

66,511

6,730,913

17,686,706

Professional

Services

4.1%

a

CACI

International,

Inc.,

A

...............................

United

States

28,236

8,584,591

ICF

International,

Inc.

..................................

United

States

49,284

5,895,845

KBR,

Inc.

...........................................

United

States

368,655

18,347,959

32,828,395

Real

Estate

Management

&

Development

3.2%

a

CBRE

Group,

Inc.,

A

...................................

United

States

252,688

17,925,687

a

Cushman

&

Wakefield

plc

...............................

United

States

630,931

7,287,253

25,212,940

Software

2.7%

NortonLifeLock

,

Inc.

...................................

United

States

935,461

21,075,936

Franklin

Value

Investors

Trust

Schedule

of

Investments

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

39

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Specialty

Retail

1.7%

Dick's

Sporting

Goods,

Inc.

..............................

United

States

120,658

$

13,726,054

Technology

Hardware,

Storage

&

Peripherals

1.5%

a

Western

Digital

Corp.

..................................

United

States

351,118

12,067,926

Textiles,

Apparel

&

Luxury

Goods

2.4%

Tapestry,

Inc.

........................................

United

States

606,316

19,208,091

Trading

Companies

&

Distributors

2.8%

a

AerCap

Holdings

NV

...................................

Ireland

158,173

8,448,020

a

Univar

Solutions,

Inc.

..................................

United

States

522,788

13,320,638

21,768,658

Total

Common

Stocks

(Cost

$690,699,298)

.....................................

758,447,633

Short

Term

Investments

3.9%

a

a

Country

Shares

a

Value

a

a

a

Money

Market

Funds

3.9%

b,c

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

2.86%

.....

United

States

30,561,198

30,561,198

Total

Money

Market

Funds

(Cost

$30,561,198)

..................................

30,561,198

Total

Short

Term

Investments

(Cost

$30,561,198

)

................................

30,561,198

a

Total

Investments

(Cost

$721,260,496)

99.6%

...................................

$789,008,831

Other

Assets,

less

Liabilities

0.4%

.............................................

3,892,548

Net

Assets

100.0%

...........................................................

$792,901,379

a

Non-income

producing.

b

See

Note

3(f)

regarding

investments

in

affiliated

management

investment

companies.

c

The

rate

shown

is

the

annualized

seven-day

effective

yield

at

period

end.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

40

a

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

...................

$61.24

$41.84

$49.48

$52.59

$59.07

Income

from

investment

operations

a

:

Net

investment

income

b

.........................

0.25

0.47

c

0.45

0.51

d

0.39

e

Net

realized

and

unrealized

gains

(losses)

...........

(4.60)

20.03

(5.01)

4.00

(1.95)

Total

from

investment

operations

....................

(4.35)

20.50

(4.56)

4.51

(1.56)

Less

distributions

from:

Net

investment

income

..........................

(0.34)

(0.35)

(0.58)

(0.44)

(0.42)

Net

realized

gains

.............................

(5.37)

(0.75)

(2.50)

(7.18)

(4.50)

Total

distributions

...............................

(5.71)

(1.10)

(3.08)

(7.62)

(4.92)

Net

asset

value,

end

of

year

.......................

$51.18

$61.24

$41.84

$49.48

$52.59

Total

return

f

....................................

(7.83)%

49.59%

(10.04)%

11.35%

(3.04)%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.98%

1.00%

1.08%

1.06%

1.05%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

0.98%

g

1.00%

g

1.07%

h

1.05%

h

1.03%

h

Net

investment

income

...........................

0.46%

0.81%

c

1.08%

1.10%

d

0.69%

e

Supplemental

data

Net

assets,

end

of

year

(000’s)

.....................

$1,268,890

$1,577,561

$1,123,039

$1,334,235

$1,366,866

Portfolio

turnover

rate

............................

47.06%

52.76%

67.46%

57.84%

53.26%

a

The

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.15

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.56%.

d

Net

investment

income

per

share

includes

approximately

$0.14

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.80%.

e

Net

investment

income

per

share

includes

approximately

$0.09

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.52%.

f

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

g

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

h

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

41

a

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

...................

$52.25

$35.87

$42.84

$46.45

$52.75

Income

from

investment

operations

a

:

Net

investment

income

(loss)

b

....................

(0.13)

0.02

c

0.12

0.15

d

(0.02)

e

Net

realized

and

unrealized

gains

(losses)

...........

(3.87)

17.20

(4.33)

3.42

(1.72)

Total

from

investment

operations

....................

(4.00)

17.22

(4.21)

3.57

(1.74)

Less

distributions

from:

Net

investment

income

..........................

—

(0.09)

(0.26)

—

(0.06)

Net

realized

gains

.............................

(5.37)

(0.75)

(2.50)

(7.18)

(4.50)

Total

distributions

...............................

(5.37)

(0.84)

(2.76)

(7.18)

(4.56)

Net

asset

value,

end

of

year

.......................

$42.88

$52.25

$35.87

$42.84

$46.45

Total

return

f

....................................

(8.51)%

48.51%

(10.73)%

10.52%

(3.77)%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

1.73%

1.75%

1.83%

1.81%

1.80%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

1.73%

g

1.75%

g

1.82%

h

1.80%

h

1.78%

h

Net

investment

income

(loss)

......................

(0.29)%

0.05%

c

0.34%

0.35%

d

(0.06)%

e

Supplemental

data

Net

assets,

end

of

year

(000’s)

.....................

$68,960

$99,994

$77,586

$111,639

$138,188

Portfolio

turnover

rate

............................

47.06%

52.76%

67.46%

57.84%

53.26%

a

The

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.15

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

(0.20)%.

d

Net

investment

income

per

share

includes

approximately

$0.14

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.05%.

e

Net

investment

income

per

share

includes

approximately

$0.09

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

(0.23)%.

f

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

g

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

h

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

42

a

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

...................

$60.43

$41.31

$48.88

$51.98

$58.37

Income

from

investment

operations

a

:

Net

investment

income

b

.........................

0.11

0.32

c

0.35

0.40

d

0.25

e

Net

realized

and

unrealized

gains

(losses)

...........

(4.53)

19.79

(4.97)

3.94

(1.93)

Total

from

investment

operations

....................

(4.42)

20.11

(4.62)

4.34

(1.68)

Less

distributions

from:

Net

investment

income

..........................

(0.18)

(0.24)

(0.45)

(0.26)

(0.21)

Net

realized

gains

.............................

(5.37)

(0.75)

(2.50)

(7.18)

(4.50)

Total

distributions

...............................

(5.55)

(0.99)

(2.95)

(7.44)

(4.71)

Net

asset

value,

end

of

year

.......................

$50.46

$60.43

$41.31

$48.88

$51.98

Total

return

....................................

(8.05)%

49.22%

(10.27)%

11.06%

(3.28)%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

1.23%

1.25%

1.33%

1.31%

1.30%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

1.23%

f

1.25%

f

1.32%

g

1.30%

g

1.28%

g

Net

investment

income

...........................

0.21%

0.56%

c

0.84%

0.85%

d

0.44%

e

Supplemental

data

Net

assets,

end

of

year

(000’s)

.....................

$119,060

$150,288

$106,201

$143,634

$158,678

Portfolio

turnover

rate

............................

47.06%

52.76%

67.46%

57.84%

53.26%

a

The

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.15

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.32%.

d

Net

investment

income

per

share

includes

approximately

$0.14

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.55%.

e

Net

investment

income

per

share

includes

approximately

$0.09

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.27%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

43

a

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

...................

$65.05

$44.37

$52.29

$55.17

$61.71

Income

from

investment

operations

a

:

Net

investment

income

b

.........................

0.48

0.71

c

0.65

0.75

d

0.66

e

Net

realized

and

unrealized

gains

(losses)

...........

(4.89)

21.27

(5.27)

4.23

(2.05)

Total

from

investment

operations

....................

(4.41)

21.98

(4.62)

4.98

(1.39)

Less

distributions

from:

Net

investment

income

..........................

(0.59)

(0.55)

(0.80)

(0.68)

(0.65)

Net

realized

gains

.............................

(5.37)

(0.75)

(2.50)

(7.18)

(4.50)

Total

distributions

...............................

(5.96)

(1.30)

(3.30)

(7.86)

(5.15)

Net

asset

value,

end

of

year

.......................

$54.68

$65.05

$44.37

$52.29

$55.17

Total

return

....................................

(7.46)%

50.21%

(9.65)%

11.82%

(2.63)%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.62%

0.62%

0.68%

0.66%

0.66%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

0.59%

0.59%

0.64%

f

0.61%

f

0.60%

f

Net

investment

income

...........................

0.84%

1.15%

c

1.47%

1.54%

d

1.12%

e

Supplemental

data

Net

assets,

end

of

year

(000’s)

.....................

$1,248,367

$1,336,020

$510,946

$362,397

$270,426

Portfolio

turnover

rate

............................

47.06%

52.76%

67.46%

57.84%

53.26%

a

The

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.15

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.90%.

d

Net

investment

income

per

share

includes

approximately

$0.14

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.24%.

e

Net

investment

income

per

share

includes

approximately

$0.09

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.95%.

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

44

a

Year

Ended

October

31,

2022

2021

2020

2019

2018

Advisor

Class

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

...................

$65.13

$44.44

$52.36

$55.19

$61.66

Income

from

investment

operations

a

:

Net

investment

income

b

.........................

0.41

0.63

c

0.58

0.67

d

0.56

e

Net

realized

and

unrealized

gains

(losses)

...........

(4.91)

21.30

(5.29)

4.24

(2.06)

Total

from

investment

operations

....................

(4.50)

21.93

(4.71)

4.91

(1.50)

Less

distributions

from:

Net

investment

income

..........................

(0.50)

(0.49)

(0.71)

(0.56)

(0.47)

Net

realized

gains

.............................

(5.37)

(0.75)

(2.50)

(7.18)

(4.50)

Total

distributions

...............................

(5.87)

(1.24)

(3.21)

(7.74)

(4.97)

Net

asset

value,

end

of

year

.......................

$54.76

$65.13

$44.44

$52.36

$55.19

Total

return

....................................

(7.59)%

49.98%

(9.81)%

11.61%

(2.81)%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.73%

0.75%

0.83%

0.81%

0.80%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

0.73%

f

0.75%

f

0.82%

g

0.80%

g

0.78%

g

Net

investment

income

...........................

0.71%

1.01%

c

1.30%

1.35%

d

0.94%

e

Supplemental

data

Net

assets,

end

of

year

(000’s)

.....................

$1,406,507

$1,687,270

$646,240

$522,329

$544,792

Portfolio

turnover

rate

............................

47.06%

52.76%

67.46%

57.84%

53.26%

a

The

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.15

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.76%.

d

Net

investment

income

per

share

includes

approximately

$0.14

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.05%.

e

Net

investment

income

per

share

includes

approximately

$0.09

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.77%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Schedule

of

Investments,

October

31,

2022

Franklin

Small

Cap

Value

Fund

franklintempleton.com

Annual

Report

45

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

97.0%

Aerospace

&

Defense

2.1%

a

Aerojet

Rocketdyne

Holdings,

Inc.

.........................

United

States

1,414,094

$

68,512,854

QinetiQ

Group

plc

.....................................

United

Kingdom

4,494,789

18,526,928

87,039,782

Auto

Components

1.2%

a

Adient

plc

...........................................

United

States

1,257,666

43,993,157

LCI

Industries

........................................

United

States

41,140

4,365,365

48,358,522

Banks

14.1%

Atlantic

Union

Bankshares

Corp.

..........................

United

States

2,105,924

72,738,615

Camden

National

Corp.

.................................

United

States

652,964

28,416,993

Columbia

Banking

System,

Inc.

...........................

United

States

2,984,466

99,890,077

First

Bancorp

........................................

United

States

221,330

9,864,678

First

Interstate

BancSystem,

Inc.,

A

........................

United

States

2,154,994

98,289,276

First

of

Long

Island

Corp.

(The)

...........................

United

States

840,921

14,783,391

German

American

Bancorp,

Inc.

..........................

United

States

682,332

26,808,824

Peoples

Bancorp,

Inc.

..................................

United

States

1,064,606

32,225,624

SouthState

Corp.

.....................................

United

States

1,272,610

115,082,122

TriCo

Bancshares

.....................................

United

States

908,962

52,637,990

Washington

Trust

Bancorp,

Inc.

...........................

United

States

616,609

29,905,537

580,643,127

Building

Products

3.3%

Apogee

Enterprises,

Inc.

................................

United

States

831,787

38,162,387

Insteel

Industries,

Inc.

..................................

United

States

3,739

98,523

a

Masonite

International

Corp.

.............................

United

States

136,056

9,732,086

UFP

Industries,

Inc.

....................................

United

States

1,237,236

88,128,320

136,121,316

Chemicals

3.0%

Ashland,

Inc.

.........................................

United

States

201,814

21,174,325

Avient

Corp.

.........................................

United

States

124,772

4,303,386

a,b

Elementis

plc

........................................

United

Kingdom

31,885,141

33,707,697

Minerals

Technologies,

Inc.

..............................

United

States

839,134

46,160,762

Tronox

Holdings

plc

...................................

United

States

1,492,269

17,907,228

123,253,398

Commercial

Services

&

Supplies

0.5%

a

IAA,

Inc.

............................................

United

States

582,248

22,084,667

Communications

Equipment

3.1%

a,b

NetScout

Systems,

Inc.

.................................

United

States

3,599,232

129,284,413

Construction

&

Engineering

5.4%

a,b

Great

Lakes

Dredge

&

Dock

Corp.

........................

United

States

3,900,693

29,489,239

Primoris

Services

Corp.

.................................

United

States

889,544

17,959,893

Stantec,

Inc.

.........................................

Canada

1,174,880

57,484,954

a

WillScot

Mobile

Mini

Holdings

Corp.

.......................

United

States

2,742,810

116,651,709

221,585,795

Construction

Materials

1.8%

a

Summit

Materials,

Inc.,

A

................................

United

States

2,798,728

73,746,483

Consumer

Finance

0.1%

Bread

Financial

Holdings,

Inc.

............................

United

States

120,751

4,360,319

Franklin

Value

Investors

Trust

Schedule

of

Investments

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

46

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Electric

Utilities

0.2%

IDACORP,

Inc.

.......................................

United

States

80,420

$

8,419,974

Electrical

Equipment

0.7%

Regal

Rexnord

Corp.

..................................

United

States

220,232

27,868,157

Electronic

Equipment,

Instruments

&

Components

3.8%

b

Benchmark

Electronics,

Inc.

.............................

United

States

2,564,535

72,807,149

a

Coherent

Corp.

.......................................

United

States

77,014

2,588,440

CTS

Corp.

..........................................

United

States

450,721

17,812,494

a,b

Knowles

Corp.

.......................................

United

States

4,547,752

62,531,590

155,739,673

Energy

Equipment

&

Services

3.7%

b

Hunting

plc

..........................................

United

Kingdom

9,175,111

28,146,395

a

Natural

Gas

Services

Group,

Inc.

.........................

United

States

531,000

6,106,500

a

TechnipFMC

plc

......................................

United

Kingdom

11,079,847

117,335,580

151,588,475

Equity

Real

Estate

Investment

Trusts

(REITs)

3.5%

Alexander

&

Baldwin,

Inc.

...............................

United

States

2,160,573

42,087,962

Highwoods

Properties,

Inc.

..............................

United

States

129,440

3,654,091

Kimco

Realty

Corp.

....................................

United

States

34,636

740,518

STAG

Industrial,

Inc.

...................................

United

States

937,348

29,610,823

Sunstone

Hotel

Investors,

Inc.

............................

United

States

6,211,244

69,255,371

145,348,765

Food

Products

3.0%

Glanbia

plc

..........................................

Ireland

7,585,685

87,613,591

Maple

Leaf

Foods,

Inc.

.................................

Canada

2,280,374

33,793,857

121,407,448

Health

Care

Equipment

&

Supplies

3.9%

a

Envista

Holdings

Corp.

.................................

United

States

1,758,833

58,059,077

a

Integer

Holdings

Corp.

.................................

United

States

1,644,708

102,514,650

160,573,727

Hotels,

Restaurants

&

Leisure

6.3%

Boyd

Gaming

Corp.

...................................

United

States

152,048

8,782,293

a,b

Brinker

International,

Inc.

...............................

United

States

2,452,635

81,893,483

a

Dalata

Hotel

Group

plc

.................................

Ireland

5,854,643

18,783,613

a,b

Denny's

Corp.

........................................

United

States

3,794,830

42,995,424

a

Hilton

Grand

Vacations,

Inc.

.............................

United

States

506,762

19,885,341

Jack

in

the

Box,

Inc.

...................................

United

States

1,002,927

88,488,249

260,828,403

Household

Durables

1.0%

Century

Communities,

Inc.

..............................

United

States

156,292

6,956,557

a

M/I

Homes,

Inc.

.......................................

United

States

382,685

15,877,601

a

Meritage

Homes

Corp.

.................................

United

States

157,377

11,985,832

a

Taylor

Morrison

Home

Corp.

.............................

United

States

304,053

8,008,756

42,828,746

Insurance

6.6%

CNO

Financial

Group,

Inc.

..............................

United

States

1,846,527

40,734,385

Hanover

Insurance

Group,

Inc.

(The)

.......................

United

States

840,898

123,183,148

Horace

Mann

Educators

Corp.

...........................

United

States

1,841,893

72,681,098

Franklin

Value

Investors

Trust

Schedule

of

Investments

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

47

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Insurance

(continued)

Selective

Insurance

Group,

Inc.

...........................

United

States

362,901

$

35,593,330

272,191,961

Leisure

Products

0.3%

Brunswick

Corp.

......................................

United

States

171,030

12,086,690

Machinery

4.6%

Astec

Industries,

Inc.

...................................

United

States

464,765

20,286,992

Columbus

McKinnon

Corp.

..............................

United

States

301,688

8,604,142

Greenbrier

Cos.,

Inc.

(The)

..............................

United

States

1,486,787

52,498,449

REV

Group,

Inc.

......................................

United

States

1,890,957

25,981,749

Timken

Co.

(The)

.....................................

United

States

1,143,203

81,498,942

188,870,274

Metals

&

Mining

1.6%

Alcoa

Corp.

..........................................

United

States

717,288

27,995,751

a

Arconic

Corp.

........................................

United

States

749,110

15,551,524

Commercial

Metals

Co.

.................................

United

States

445,963

20,291,316

63,838,591

Multi-Utilities

0.2%

Black

Hills

Corp.

......................................

United

States

141,797

9,269,270

Oil,

Gas

&

Consumable

Fuels

5.5%

Crescent

Point

Energy

Corp.

.............................

Canada

18,115,923

141,613,755

a,b

Green

Plains,

Inc.

.....................................

United

States

2,938,698

84,898,985

226,512,740

Professional

Services

1.3%

ICF

International,

Inc.

..................................

United

States

458,980

54,907,777

Real

Estate

Management

&

Development

0.6%

a

Cushman

&

Wakefield

plc

...............................

United

States

2,136,367

24,675,039

Road

&

Rail

1.1%

a

Saia,

Inc.

...........................................

United

States

233,783

46,490,087

Semiconductors

&

Semiconductor

Equipment

1.6%

a

Cohu,

Inc.

...........................................

United

States

1,107,363

36,454,390

a

Onto

Innovation,

Inc.

...................................

United

States

425,990

28,473,172

64,927,562

Software

3.4%

a

ACI

Worldwide,

Inc.

....................................

United

States

4,567,806

111,134,720

Software

AG

.........................................

Germany

1,207,790

26,424,152

137,558,872

Specialty

Retail

1.0%

a,b

Children's

Place,

Inc.

(The)

..............................

United

States

885,230

35,834,110

Group

1

Automotive,

Inc.

................................

United

States

24,149

4,177,777

40,011,887

Textiles,

Apparel

&

Luxury

Goods

0.5%

Carter's,

Inc.

.........................................

United

States

320,742

21,768,760

Thrifts

&

Mortgage

Finance

1.9%

WSFS

Financial

Corp.

..................................

United

States

1,632,184

75,994,487

Trading

Companies

&

Distributors

6.1%

Herc

Holdings,

Inc.

....................................

United

States

579,298

68,131,238

Franklin

Value

Investors

Trust

Schedule

of

Investments

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

48

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Trading

Companies

&

Distributors

(continued)

b

McGrath

RentCorp

....................................

United

States

1,406,790

$

132,308,599

a

Univar

Solutions,

Inc.

..................................

United

States

1,936,416

49,339,880

249,779,717

Total

Common

Stocks

(Cost

$3,659,145,948)

....................................

3,989,964,904

Short

Term

Investments

3.4%

a

a

Country

Shares

a

Value

a

a

a

Money

Market

Funds

3.4%

c,d

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

2.86%

.....

United

States

139,833,283

139,833,283

Total

Money

Market

Funds

(Cost

$139,833,283)

.................................

139,833,283

Total

Short

Term

Investments

(Cost

$139,833,283

)

...............................

139,833,283

a

Total

Investments

(Cost

$3,798,979,231)

100.4%

................................

$4,129,798,187

Other

Assets,

less

Liabilities

(0.4)%

...........................................

(18,014,094)

Net

Assets

100.0%

...........................................................

$4,111,784,093

a

Non-income

producing.

b

See

Note

9

regarding

holdings

of

5%

voting

securities.

c

See

Note

3(f)

regarding

investments

in

affiliated

management

investment

companies.

d

The

rate

shown

is

the

annualized

seven-day

effective

yield

at

period

end.

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Assets

and

Liabilities

October

31,

2022

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

49

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Assets:

Investments

in

securities:

Cost

-

Unaffiliated

issuers

.................................

$138,695,892

$690,699,298

$2,905,994,721

Cost

-

Non-controlled

affiliates

(Note

3

f

and

9

)

..................

20,193,831

30,561,198

892,984,510

Value

-

Unaffiliated

issuers

................................

$196,153,684

$758,447,633

$3,256,067,820

Value

-

Non-controlled

affiliates

(Note

3

f

and

9

)

.................

20,193,831

30,561,198

873,730,367

Cash

..................................................

20,645

5,146

50,192

Receivables:

Investment

securities

sold

.................................

652,007

7,520,013

12,432,015

Capital

shares

sold

......................................

54,391

583,274

5,260,581

Dividends

.............................................

25,405

532,627

838,559

Total

assets

........................................

217,099,963

797,649,891

4,148,379,534

Liabilities:

Payables:

Investment

securities

purchased

............................

1,390,385

2,360,210

22,987,285

Capital

shares

redeemed

.................................

267,431

1,512,883

9,671,329

Management

fees

.......................................

121,543

300,717

1,769,894

Distribution

fees

........................................

28,854

153,493

358,465

Transfer

agent

fees

......................................

60,147

289,359

1,579,674

Trustees'

fees

and

expenses

...............................

710

4,130

20,643

Accrued

expenses

and

other

liabilities

.........................

67,458

127,720

208,151

Total

liabilities

.......................................

1,936,528

4,748,512

36,595,441

Net

assets,

at

value

...............................

$215,163,435

$792,901,379

$4,111,784,093

Net

assets

consist

of:

Paid-in

capital

...........................................

$144,813,542

$697,167,611

$3,686,476,034

Total

distributable

earnings

(losses)

...........................

70,349,893

95,733,768

425,308,059

Net

assets,

at

value

...............................

$215,163,435

$792,901,379

$4,111,784,093

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Assets

and

Liabilities

(continued)

October

31,

2022

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

50

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Class

A:

Net

assets,

at

value

.....................................

$144,716,819

$688,933,199

$1,268,889,794

Shares

outstanding

......................................

5,248,775

21,315,196

24,792,311

Net

asset

value

per

share

a

................................

$27.57

$32.32

$51.18

Maximum

offering

price

per

share

(net

asset

value

per

share

÷

94.50%)

..............................................

$29.17

$34.20

$54.16

Class

C:

Net

assets,

at

value

.....................................

$—

$15,412,202

$68,960,422

Shares

outstanding

......................................

—

505,304

1,608,317

Net

asset

value

and

maximum

offering

price

per

share

a

...........

$—

$30.50

$42.88

Class

R:

Net

assets,

at

value

.....................................

$—

$5,419,043

$119,059,902

Shares

outstanding

......................................

—

166,926

2,359,631

Net

asset

value

and

maximum

offering

price

per

share

...........

$—

$32.46

$50.46

Class

R6:

Net

assets,

at

value

.....................................

$25,569,959

$36,511,907

$1,248,367,087

Shares

outstanding

......................................

907,228

1,076,670

22,830,226

Net

asset

value

and

maximum

offering

price

per

share

...........

$28.18

$33.91

$54.68

Advisor

Class:

Net

assets,

at

value

.....................................

$44,876,657

$46,625,028

$1,406,506,888

Shares

outstanding

......................................

1,605,807

1,370,703

25,686,826

Net

asset

value

and

maximum

offering

price

per

share

...........

$27.95

$34.02

$54.76

a

Redemption

price

is

equal

to

net

asset

value

less

contingent

deferred

sales

charges,

if

applicable.

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Operations

for

the

year

ended

October

31,

2022

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

51

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Investment

income:

Dividends:

(net

of

foreign

taxes

of

$25,690,

$30,178

and

$879,788,

respectively)

Unaffiliated

issuers

......................................

$3,348,446

$16,670,670

$50,127,431

Non-controlled

affiliates

(Note

3

f

and

9

)

.......................

114,081

231,392

12,667,998

Total

investment

income

.................................

3,462,527

16,902,062

62,795,429

Expenses:

Management

fees

(Note

3

a

)

.................................

1,561,215

4,109,598

23,763,414

Distribution

fees:

(Note

3c

)

    Class

A

..............................................

365,917

1,859,743

3,511,287

    Class

C

..............................................

—

183,626

832,065

    Class

R

..............................................

—

29,342

656,429

Transfer

agent

fees:

(Note

3e

)

    Class

A

..............................................

192,702

992,406

2,345,650

    Class

C

..............................................

—

24,362

138,523

    Class

R

..............................................

—

7,813

219,417

    Class

R6

.............................................

12,575

23,298

636,702

    Advisor

Class

..........................................

50,724

68,863

2,474,450

Custodian

fees

(Note

4

)

....................................

1,074

8,167

33,690

Reports

to

shareholders

fees

................................

13,840

71,834

220,576

Registration

and

filing

fees

..................................

56,853

100,320

234,111

Professional

fees

.........................................

122,110

148,536

103,179

Trustees'

fees

and

expenses

................................

14,593

64,166

320,626

Other

..................................................

10,640

41,349

108,967

Total

expenses

.......................................

2,402,243

7,733,423

35,599,086

Expense

reductions

(Note

4

)

.............................

(28)

(24)

—

Expenses

waived/paid

by

affiliates

(Note

3

f

and

3

g

)

............

(41,470)

(99,892)

(517,752)

Net

expenses

.......................................

2,360,745

7,633,507

35,081,334

Net

investment

income

..............................

1,101,782

9,268,555

27,714,095

Realized

and

unrealized

gains

(losses):

Net

realized

gain

(loss)

from:

Investments:

Unaffiliated

issuers

....................................

13,519,742

32,412,503

168,646,136

Non-controlled

affiliates

(Note

3

f

and

9

)

.....................

—

—

(42,240,028)

Foreign

currency

transactions

..............................

150

49,901

(310,183)

Net

realized

gain

(loss)

................................

13,519,892

32,462,404

126,095,925

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments:

Unaffiliated

issuers

....................................

(19,159,042)

(116,245,726)

(425,681,767)

Non-controlled

affiliates

(Note

3

f

and

9

)

.....................

—

—

(78,052,321)

Translation

of

other

assets

and

liabilities

denominated

in

foreign

currencies

...........................................

—

(239)

(18,322)

Net

change

in

unrealized

appreciation

(depreciation)

..........

(19,159,042)

(116,245,965)

(503,752,410)

Net

realized

and

unrealized

gain

(loss)

..........................

(5,639,150)

(83,783,561)

(377,656,485)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

........

$(4,537,368)

$(74,515,006)

$(349,942,390)

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Changes

in

Net

Assets

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

52

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Year

Ended

October

31,

2022

Year

Ended

October

31,

2021

Year

Ended

October

31,

2022

Year

Ended

October

31,

2021

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

............

$1,101,782

$912,922

$9,268,555

$9,867,517

Net

realized

gain

(loss)

............

13,519,892

32,608,110

32,462,404

156,893,634

Net

change

in

unrealized

appreciation

(depreciation)

.................

(19,159,042)

40,148,742

(116,245,965)

140,358,993

Net

increase

(decrease)

in

net

assets

resulting

from

operations

.

(4,537,368)

73,669,774

(74,515,006)

307,120,144

Distributions

to

shareholders:

Class

A

........................

(21,286,656)

(6,083,695)

(96,583,319)

(22,744,402)

Class

C

........................

—

—

(2,428,978)

(552,317)

Class

R

........................

—

—

(760,276)

(173,376)

Class

R6

.......................

(3,358,927)

(884,169)

(4,793,006)

(1,236,499)

Advisor

Class

...................

(5,166,227)

(1,530,858)

(6,492,610)

(1,479,012)

Total

distributions

to

shareholders

.....

(29,811,810)

(8,498,722)

(111,058,189)

(26,185,606)

Capital

share

transactions:

(Note

2

)

Class

A

........................

8,510,330

20,172,380

59,910,867

8,798,321

Class

C

........................

—

—

(532,442)

(2,860,901)

Class

R

........................

—

—

305,628

(135,103)

Class

R6

.......................

6,135,424

4,300,636

5,072,393

(1,292,605)

Advisor

Class

...................

11,699,630

4,780,407

819,051

6,589,376

Total

capital

share

transactions

.......

26,345,384

29,253,423

65,575,497

11,099,088

Net

increase

(decrease)

in

net

assets

.....................

(8,003,794)

94,424,475

(119,997,698)

292,033,626

Net

assets:

Beginning

of

year

..................

223,167,229

128,742,754

912,899,077

620,865,451

End

of

year

......................

$215,163,435

$223,167,229

$792,901,379

$912,899,077

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Changes

in

Net

Assets

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

53

Franklin

Small

Cap

Value

Fund

Year

Ended

October

31,

2022

Year

Ended

October

31,

2021

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

.................................................

$27,714,095

$39,128,581

Net

realized

gain

(loss)

.................................................

126,095,925

444,950,030

Net

change

in

unrealized

appreciation

(depreciation)

...........................

(503,752,410)

798,486,903

Net

increase

(decrease)

in

net

assets

resulting

from

operations

................

(349,942,390)

1,282,565,514

Distributions

to

shareholders:

Class

A

.............................................................

(144,535,579)

(27,860,860)

Class

C

.............................................................

(9,999,178)

(1,853,782)

Class

R

.............................................................

(13,461,304)

(2,516,577)

Class

R6

............................................................

(123,172,938)

(16,086,898)

Advisor

Class

........................................................

(150,020,873)

(20,153,588)

Total

distributions

to

shareholders

..........................................

(441,189,872)

(68,471,705)

Capital

share

transactions:

(Note

2

)

Class

A

.............................................................

(45,290,914)

(46,025,652)

Class

C

.............................................................

(13,371,033)

(13,872,001)

Class

R

.............................................................

(6,656,943)

(4,495,364)

Class

R6

............................................................

134,520,650

552,286,445

Advisor

Class

........................................................

(17,417,388)

685,131,851

Total

capital

share

transactions

............................................

51,784,372

1,173,025,279

Net

increase

(decrease)

in

net

assets

...................................

(739,347,890)

2,387,119,088

Net

assets:

Beginning

of

year

.......................................................

4,851,131,983

2,464,012,895

End

of

year

...........................................................

$4,111,784,093

$4,851,131,983

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

54

franklintempleton.com

Annual

Report

1.

Organization

and

Significant

Accounting

Policies

Franklin

Value

Investors

Trust (Trust)

is

registered

under

the

Investment

Company

Act

of

1940

(1940

Act)

as

an

open-end

management

investment

company,

consisting

of

three

separate

funds

(Funds)

and

applies

the

specialized

accounting

and

reporting

guidance

in

U.S.

Generally

Accepted

Accounting

Principles

(U.S.

GAAP).

The

classes

of

shares

offered

within

each

of

the

Funds

are

indicated

below.

Class

C

shares

automatically

convert

to

Class

A

shares

on

a

monthly

basis,

after

they

have

been

held

for

8

years.

Each

class

of

shares

may

differ

by

its initial

sales

load,

contingent

deferred

sales

charges,

voting

rights

on

matters

affecting

a

single

class,

its

exchange

privilege

and

fees

due

to

differing

arrangements

for

distribution

and

transfer

agent

fees.

Class

A,

Class

R6

&

Advisor

Class

Franklin

MicroCap

Value

Fund

Class

A,

Class

C,

Class

R

,

Class

R6

&

Advisor

Class

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

a

Franklin

Small

Cap

Value

Fund

b

a

Effective

June

1,

2022,

Franklin

Mutual

U.S.

Value

Fund

was

renamed

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund.

b

Effective

May

27,

2021,

Franklin

Small

Cap

Value

Fund

was

closed

to

new

investors

with

limited

exceptions.

The

following

summarizes

the Funds'

significant

accounting

policies

. 

a.

Financial

Instrument

Valuation 

The Funds'

investments

in

financial

instruments

are

carried

at

fair

value

daily.

Fair

value

is

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

on

the

measurement

date.

The Funds calculate the

net

asset

value

(NAV)

per

share

each

business

day

as

of

4

p.m.

Eastern

time

or

the

regularly

scheduled

close

of

the

New

York

Stock

Exchange

(NYSE),

whichever

is

earlier.

Under

compliance

policies

and

procedures

approved

by

the

Trust’s

Board

of

Trustees

(the

Board),

the

Board

has

designated

the

Funds’

investment

manager

as

the

valuation

designee

and

has

responsibility

for

oversight

of

valuation.

The

investment

manager

is

assisted

by

the

Funds'

administrator

in

performing

this

responsibility,

including

leading

the

cross-

functional

Valuation

Committee

(VC).

The

Funds

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

as

of

4

p.m.

Eastern

time.

The

value

is

then

converted

into

its

U.S.

dollar

equivalent

at

the

foreign

exchange

rate

in

effect

at

4

p.m.

Eastern

time

on

the

day

that

the

value

of

the

security

is

determined.

Over-the-counter

(OTC)

securities

are

valued

within

the

range

of

the

most

recent

quoted

bid

and

ask

prices.

Securities

that

trade

in

multiple

markets

or

on

multiple

exchanges

are

valued

according

to

the

broadest

and

most

representative

market.

Certain

equity

securities

are

valued

based

upon

fundamental

characteristics

or

relationships

to

similar

securities. 

Investments

in open-end mutual

funds

are

valued

at

the

closing

NAV.

The

Funds

have

procedures

to

determine

the

fair

value

of

financial

instruments

for

which

market

prices

are

not

reliable

or

readily

available.

Under

these

procedures,

the

Funds

primarily

employ

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.

An

income-based

valuation

approach

may

also

be

used

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

to

calculate

fair

value.

Discounts

may

also

be

applied

due

to

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

Due

to

the

inherent

uncertainty

of

valuations

of

such

investments,

the

fair

values

may

differ

significantly

from

the

values

that

would

have

been

used

had

an

active

market

existed.

Trading

in

securities

on

foreign

securities

stock

exchanges

and

OTC

markets

may

be

completed

before

4

p.m.

Eastern

time.

In

addition,

trading

in

certain

foreign

markets

may

not

take

place

on

every

Funds'

business

day.

Events

can occur

between

the

time

at

which

trading

in

a

foreign

security

is

completed

and

4

p.m.

Eastern

time

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

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

55

franklintempleton.com

Annual

Report

4

p.m.

Eastern

time.

In

order

to

minimize

the

potential

for

these

differences,

an

independent

pricing

service

may

be

used

to

adjust

the

value

of

the

Funds'

portfolio

securities

to

the

latest

indications

of

fair

value

at

4

p.m.

Eastern

time.

At

October

31,

2022,

certain

securities

may

have

been

fair

valued

using

these

procedures,

in

which

case

the

securities

were

categorized

as

Level

2

inputs

within

the

fair

value

hierarchy

(referred

to

as

“market

level

fair

value”).

See

the

Fair

Value

Measurements

note

for

more

information.

When

the

last

day

of

the

reporting

period

is

a

non-business

day,

certain

foreign

markets

may

be

open

on

those

days

that

the

Funds'

NAV

is

not

calculated,

which

could

result

in

differences

between

the

value

of

the

Funds'

portfolio

securities

on

the

last

business

day

and

the

last

calendar

day

of

the

reporting

period.

Any

security

valuation

changes

due

to

an

open

foreign

market

are

adjusted

and

reflected

by

the

Funds

for

financial

reporting

purposes.

b.

Foreign

Currency

Translation 

Portfolio

securities

and

other

assets

and

liabilities

denominated

in

foreign

currencies

are

translated

into

U.S.

dollars

based

on

the

exchange

rate

of

such

currencies

against

U.S.

dollars

on

the

date

of

valuation.

The

Funds

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

Board.

The

Funds

do

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

in

the

Statements

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.

Income

and

Deferred

Taxes

It

is each

Fund's

policy

to

qualify

as

a

regulated

investment

company

under

the

Internal

Revenue

Code. Each

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

Funds

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

the

Funds

invest.

Foreign

taxes,

if

any,

are

recorded

based

on

the

tax

regulations

and

rates

that

exist

in

the

foreign

markets

in

which

the

Funds

invest.

When

a

capital

gain

tax

is

determined

to

apply,

certain

or

all

Funds

record

an

estimated

deferred

tax

liability

in

an

amount

that

would

be

payable

if

the

securities

were

disposed

of

on

the

valuation

date.

As

a

result

of

several

court

cases,

in

certain

countries

across

the

European

Union,

certain

or

all

Funds

filed

additional

tax

reclaims

for

previously

withheld

taxes

on

dividends

earned

in

those

countries

(EU

reclaims). Income

recognized,

if

any,

for

EU

reclaims

is

reflected

as

other

income

in

the

Statements of

Operations

and

any

related

receivable,

if

any,

is

reflected

as

European

Union

tax

reclaims

in

the

Statements

of

Assets

and

Liabilities.

Any

fees

associated

with

these

filings

are

reflected

in

other

expenses

in

the

Statements

of

Operations.

When

uncertainty

exists

as

to

the

ultimate

resolution

of

these

proceedings,

the

likelihood

of

receipt

of

these

EU

reclaims,

and

the

potential

timing

of

payment,

no

amounts

are

reflected

in

the

financial

statements.

For

U.S.

income

tax

purposes,

EU

reclaims

received

by

the

Funds,

if

any,

reduce

the

amount

of

foreign

taxes

Fund

shareholders

can

use

as

tax

deductions

or

credits

on

their

income

tax

returns.

1.

Organization

and

Significant

Accounting

Policies

(continued)

a.

Financial

Instrument

Valuation 

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

56

franklintempleton.com

Annual

Report

Each

Fund

may

recognize

an

income

tax

liability

related

to

its

uncertain

tax

positions

under

U.S.

GAAP

when

the

uncertain

tax

position

has

a

less

than

50%

probability

that

it

will

be

sustained

upon

examination

by

the

tax

authorities

based

on

its

technical

merits.

As

of

October

31,

2022, each

Fund

has

determined

that

no

tax

liability

is

required

in

its

financial

statements

related

to

uncertain

tax

positions

for

any

open

tax

years

(or

expected

to

be

taken

in

future

tax

years).

Open

tax

years

are

those

that

remain

subject

to

examination

and

are

based

on

the

statute

of

limitations

in

each

jurisdiction

in

which

the

Fund

invests. 

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.

Dividend

income

is

recorded

on

the

ex-dividend

date

except

for

certain

dividends

from

securities

where

the

dividend

rate

is

not

available.

In

such

cases,

the

dividend

is

recorded

as

soon

as

the

information

is

received

by

the

Funds.

Distributions

to shareholders

are

recorded

on

the

ex-

dividend

date.

Distributable

earnings

are

determined

according

to

income

tax

regulations

(tax

basis)

and

may

differ

from

earnings

recorded

in

accordance

with

U.S.

GAAP.

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

or

based

on

the

ratio

of

number

of

shareholders

of

each

Fund

to

the

combined

number

of

shareholders

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,

excluding

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

U.S.

GAAP

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

Funds,

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.

1.

Organization

and

Significant

Accounting

Policies

(continued)

c.

Income

and

Deferred

Taxes

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

57

franklintempleton.com

Annual

Report

2.

Shares

of

Beneficial

Interest

At

October

31,

2022,

there

were

an

unlimited

number

of

shares

authorized

(without

par

value).

Transactions

in

the

Funds'

shares

were

as

follows:

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Shares

Amount

Shares

Amount

Class

A

Class

A

Shares:

Year

ended

October

31,

2022

Shares

sold

a

...................................

719,382

$19,904,740

3,833,315

$132,100,439

Shares

issued

in

reinvestment

of

distributions

..........

759,014

20,759,034

2,574,503

89,386,752

Shares

redeemed

...............................

(1,178,090)

(32,153,444)

(4,754,830)

(161,576,324)

Net

increase

(decrease)

..........................

300,306

$8,510,330

1,652,988

$59,910,867

Year

ended

October

31,

2021

Shares

sold

a

...................................

1,462,945

$46,213,507

4,681,925

$175,735,473

Shares

issued

in

reinvestment

of

distributions

..........

226,581

5,893,373

660,772

20,853,982

Shares

redeemed

...............................

(1,059,767)

(31,934,500)

(5,202,212)

(187,791,134)

Net

increase

(decrease)

..........................

629,759

$20,172,380

140,485

$8,798,321

Class

C

Class

C

Shares:

Year

ended

October

31,

2022

Shares

sold

...................................

—

$—

137,768

$4,615,640

Shares

issued

in

reinvestment

of

distributions

..........

—

—

73,166

2,413,008

Shares

redeemed

a

..............................

—

—

(233,366)

(7,561,090)

Net

increase

(decrease)

..........................

—

$—

(22,432)

$(532,442)

Year

ended

October

31,

2021

Shares

sold

...................................

—

$—

256,950

$9,200,910

Shares

issued

in

reinvestment

of

distributions

..........

—

—

18,229

549,596

Shares

redeemed

a

..............................

—

—

(353,358)

(12,611,407)

Net

increase

(decrease)

..........................

—

$—

(78,179)

$(2,860,901)

Class

R

Class

R

Shares:

Year

ended

October

31,

2022

Shares

sold

...................................

—

$—

19,913

$686,271

Shares

issued

in

reinvestment

of

distributions

..........

—

—

21,753

760,276

Shares

redeemed

...............................

—

—

(32,449)

(1,140,919)

Net

increase

(decrease)

..........................

—

$—

9,217

$305,628

Year

ended

October

31,

2021

Shares

sold

...................................

—

$—

25,435

$959,623

Shares

issued

in

reinvestment

of

distributions

..........

—

—

5,464

173,376

Shares

redeemed

...............................

—

—

(34,551)

(1,268,102)

Net

increase

(decrease)

..........................

—

$—

(3,652)

$(135,103)

Class

R6

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

58

franklintempleton.com

Annual

Report

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Shares

Amount

Shares

Amount

Class

R6

Shares:

Year

ended

October

31,

2022

Shares

sold

...................................

443,820

$12,691,780

242,203

$8,742,484

Shares

issued

in

reinvestment

of

distributions

..........

19,499

543,425

131,944

4,792,208

Shares

redeemed

...............................

(252,888)

(7,099,781)

(234,577)

(8,462,299)

Net

increase

(decrease)

..........................

210,431

$6,135,424

139,570

$5,072,393

Year

ended

October

31,

2021

Shares

sold

...................................

383,411

$11,842,262

248,335

$9,612,236

Shares

issued

in

reinvestment

of

distributions

..........

4,821

127,434

37,469

1,229,343

Shares

redeemed

...............................

(246,239)

(7,669,060)

(321,570)

(12,134,184)

Net

increase

(decrease)

..........................

141,993

$4,300,636

(35,766)

$(1,292,605)

Advisor

Class

Advisor

Class

Shares:

Year

ended

October

31,

2022

Shares

sold

...................................

569,364

$15,566,231

340,359

$12,456,001

Shares

issued

in

reinvestment

of

distributions

..........

183,267

5,069,161

174,964

6,379,178

Shares

redeemed

...............................

(325,010)

(8,935,762)

(495,504)

(18,016,128)

Net

increase

(decrease)

..........................

427,621

$11,699,630

19,819

$819,051

Year

ended

October

31,

2021

Shares

sold

...................................

969,102

$31,340,755

533,163

$20,901,972

Shares

issued

in

reinvestment

of

distributions

..........

56,508

1,483,316

44,043

1,450,354

Shares

redeemed

...............................

(866,250)

(28,043,664)

(407,969)

(15,762,950)

Net

increase

(decrease)

..........................

159,360

$4,780,407

169,237

$6,589,376

Franklin

Small

Cap

Value

Fund

Shares

Amount

Class

A

Class

A

Shares:

Year

ended

October

31,

2022

Shares

sold

a

...................................

1,893,858

$102,272,555

Shares

issued

in

reinvestment

of

distributions

..........

2,484,880

137,836,298

Shares

redeemed

...............................

(5,348,480)

(285,399,767)

Net

increase

(decrease)

..........................

(969,742)

$(45,290,914)

Year

ended

October

31,

2021

Shares

sold

a

...................................

6,789,553

$391,493,645

Shares

issued

in

reinvestment

of

distributions

..........

511,688

25,702,130

Shares

redeemed

...............................

(8,383,289)

(463,221,427)

Net

increase

(decrease)

..........................

(1,082,048)

$(46,025,652)

Class

C

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

59

franklintempleton.com

Annual

Report

Franklin

Small

Cap

Value

Fund

Shares

Amount

Class

C

Shares:

Year

ended

October

31,

2022

Shares

sold

...................................

117,738

$5,358,331

Shares

issued

in

reinvestment

of

distributions

..........

202,027

9,450,847

Shares

redeemed

a

..............................

(625,299)

(28,180,211)

Net

increase

(decrease)

..........................

(305,534)

$(13,371,033)

Year

ended

October

31,

2021

Shares

sold

...................................

748,913

$36,643,555

Shares

issued

in

reinvestment

of

distributions

..........

41,812

1,803,779

Shares

redeemed

a

..............................

(1,039,615)

(52,319,335)

Net

increase

(decrease)

..........................

(248,890)

$(13,872,001)

Class

R

Class

R

Shares:

Year

ended

October

31,

2022

Shares

sold

...................................

377,026

$20,099,136

Shares

issued

in

reinvestment

of

distributions

..........

244,996

13,425,803

Shares

redeemed

...............................

(749,330)

(40,181,882)

Net

increase

(decrease)

..........................

(127,308)

$(6,656,943)

Year

ended

October

31,

2021

Shares

sold

...................................

820,094

$47,246,697

Shares

issued

in

reinvestment

of

distributions

..........

50,187

2,493,272

Shares

redeemed

...............................

(954,221)

(54,235,333)

Net

increase

(decrease)

..........................

(83,940)

$(4,495,364)

Class

R6

Class

R6

Shares:

Year

ended

October

31,

2022

Shares

sold

...................................

6,319,464

$362,704,237

Shares

issued

in

reinvestment

of

distributions

..........

1,849,348

109,222,521

Shares

redeemed

...............................

(5,875,630)

(337,406,108)

Net

increase

(decrease)

..........................

2,293,182

$134,520,650

Year

ended

October

31,

2021

Shares

sold

...................................

14,413,112

$885,847,704

Shares

issued

in

reinvestment

of

distributions

..........

263,119

13,990,043

Shares

redeemed

...............................

(5,653,897)

(347,551,303)

Net

increase

(decrease)

..........................

9,022,334

$552,286,444

Advisor

Class

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

60

franklintempleton.com

Annual

Report

3.

Transactions

with

Affiliates

Franklin

Resources,

Inc.

is

the

holding

company

for

various

subsidiaries

that

together

are

referred

to

as

Franklin

Templeton.

Certain

officers

and

trustees

of

the

Trust

are

also

officers

and/or

directors

of

the

following

subsidiaries:

a.

Management

Fees

Franklin

MicroCap

Value

Fund pays

an

investment

management

fee,

calculated

daily

and

paid

monthly,

to Franklin

Mutual of

0.75%

per

year

of

the

average

daily

net

assets

of

the

Fund. 

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

pays

an

investment

management

fee,

calculated

daily

and

paid

monthly,

to

Franklin

Mutual

based

on

the

average

daily

net

assets

of

the

Fund

as

follows:

Franklin

Small

Cap

Value

Fund

Shares

Amount

Advisor

Class

Shares:

Year

ended

October

31,

2022

Shares

sold

...................................

8,113,577

$446,920,937

Shares

issued

in

reinvestment

of

distributions

..........

2,115,030

125,230,902

Shares

redeemed

...............................

(10,447,907)

(589,569,227)

Net

increase

(decrease)

..........................

(219,300)

$(17,417,388)

Year

ended

October

31,

2021

Shares

sold

...................................

18,326,262

$1,123,861,942

Shares

issued

in

reinvestment

of

distributions

..........

308,116

16,422,595

Shares

redeemed

...............................

(7,270,843)

(455,152,686)

Net

increase

(decrease)

..........................

11,363,535

$685,131,851

a

May

include

a

portion

of

Class

C

shares

that

were

automatically

converted

to

Class

A.

Subsidiary

Affiliation

Franklin

Mutual

Advisers,

LLC

(Franklin

Mutual)

Investment

manager

Franklin

Templeton

Services,

LLC

(FT

Services)

Administrative

manager

Franklin

Distributors,

LLC

(Distributors)

Principal

underwriter

Franklin

Templeton

Investor

Services,

LLC

(Investor

Services)

Transfer

agent

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

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

61

franklintempleton.com

Annual

Report

Franklin

Small

Cap

Value

Fund

pays

an

investment

management

fee,

calculated

daily

and

paid

monthly,

to

Franklin

Mutual

based

on

the

average

daily

net

assets

of

the

Fund

as

follows:

For

the

year

ended

October

31,

2022,

each

Fund's

gross

effective

investment

management

fee

rate

based

on

average

daily

net

assets

was

as

follows:

b.

Administrative

Fees

Under

an

agreement

with

Franklin

Mutual,

FT

Services

provides

administrative

services

to

the

Funds.

The

fee

is

paid

by

Franklin

Mutual

based

on

each

of

the

Funds'

average

daily

net

assets,

and

is

not

an

additional

expense

of

the

Funds.

c.

Distribution

Fees

The

Board

has

adopted

distribution

plans

for

each

share

class,

with

the

exception

of

Class

R6

and

Advisor

Class

shares,

pursuant

to

Rule

12b-1

under

the

1940

Act.

Under

the

Funds’

Class

A

reimbursement

distribution

plans,

the

Funds

reimburse

Distributors

for

costs

incurred

in

connection

with

the

servicing,

sale

and

distribution

of each

Fund's

shares

up

to

the

maximum

annual

plan

rate.

Under

the

Class

A

reimbursement

distribution

plans,

costs

exceeding

the

maximum

for

the

current

plan

year

cannot

be

reimbursed

in

subsequent

periods.

In

addition,

under

the

Funds’

Class

C

and

R

compensation

distribution

plans,

the

Funds

pay

Distributors

for

costs

incurred

in

connection

with

the

servicing,

sale

and

distribution

of

each

Fund's

shares

up

to

the

maximum

annual

plan

rate

for

each

class.

The

plan

year,

for

purposes

of

monitoring

compliance

with

the

maximum

annual

plan

rates,

is

February

1

through

January

31

for

each

Fund.

The

maximum

annual

plan

rates,

based

on

the

average

daily

net

assets,

for

each

class,

are

as

follows:

For

Franklin

Small

Cap

Value

Fund,

the

Board

has

set

the

current

rate

at

0.25%

per

year

for

Class

A

shares

until

further

notice

and

approval

by

the

Board.

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%

Over

$1

billion,

up

to

and

including

$5

billion

0.490%

In

excess

of

$5

billion

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Gross

effective

investment

management

fee

rate

........

0.750%

0.479%

0.543%

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Reimbursement

Plans:

Class

A

...............................

0.25%

0.25%

0.35%

Compensation

Plans:

Class

C

...............................

—

1.00%

1.00%

Class

R

...............................

—

0.50%

0.50%

3.

Transactions

with

Affiliates

(continued)

a.

Management

Fees

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

62

franklintempleton.com

Annual

Report

d.

Sales

Charges/Underwriting

Agreements

Front-end

sales

charges

and

contingent

deferred

sales

charges

(CDSC)

do

not

represent

expenses

of

the

Funds.

These

charges

are

deducted

from

the

proceeds

of

sales

of

fund

shares

prior

to

investment

or

from

redemption

proceeds

prior

to

remittance,

as

applicable.

Distributors

has

advised

the

Funds

of

the

following

commission

transactions

related

to

the

sales

and

redemptions

of

the

Funds'

shares

for

the

year:

e.

Transfer

Agent

Fees

Each

class

of

shares

pays

transfer

agent

fees

to

Investor

Services

for

its

performance

of

shareholder

servicing

obligations.

Effective

October

1,

2022,

the

fees

are

based

on

an

annualized

asset

based

fee

of

0.016%

plus

a

reduced

transaction

based

fee.

Prior

to

October

1,

2022,

the

fees

were

based

on

an

annualized

asset

based

fee

of

0.02%

plus

a

transaction

based

fee.

In

addition,

each

class

reimburses

Investor

Services

for

out

of

pocket

expenses

incurred

and,

except

for

Class

R6,

reimburses

shareholder

servicing

fees

paid

to

third

parties.

These

fees

are

allocated

daily

based

upon

their

relative

proportion

of

such

classes'

aggregate

net

assets.

Class

R6

pays

Investor

Services

transfer

agent

fees

specific

to

that

class.

For

the

year

ended

October

31,

2022,

the

Funds

paid

transfer

agent

fees

as

noted

in

the

Statements

of

Operations

of

which

the

following

amounts

were

retained

by

Investor

Services:

f.

Investments

in

Affiliated

Management

Investment

Companies

Certain

or

all

Funds

invest

in

one

or

more

affiliated

management

investment

companies.

As

defined

in

the

1940

Act,

an

investment

is

deemed

to

be

a

“Controlled

Affiliate”

of

a

fund

when

a

fund

owns,

either

directly

or

indirectly,

25%

or

more

of

the

affiliated

fund’s

outstanding

shares

or

has

the

power

to

exercise

control

over

management

or

policies

of

such

fund.

The

Funds

do

not

invest

for

purposes

of

exercising

a

controlling

influence

over

the

management

or

policies.

Management

fees

paid

by

the

Funds

are

waived

on

assets

invested

in

the

affiliated

management

investment

companies,

as

noted

in

the

Statements

of

Operations,

in

an

amount

not

to

exceed

the

management

and

administrative

fees

paid

directly

or

indirectly

by

each

affiliate.

During

the

year

ended

October

31,

2022,

investments

in

affiliated

management

investment

companies

were

as

follows:

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Sales

charges

retained

net

of

commissions

paid

to

unaffiliated

brokers/dealers

..................

$19,932

$76,161

$45,267

CDSC

retained

...........................

$2,327

$6,280

$11,881

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Transfer

agent

fees

........................

$119,158

$463,748

$2,394,172

3.

Transactions

with

Affiliates

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

63

franklintempleton.com

Annual

Report

g.

Waiver

and

Expense

Reimbursements

Investor

Services

has

contractually

agreed

in

advance

to

waive

or

limit

its

fees

so

that

the

Class

R6

transfer

agent

fees

do

not

exceed

0.03%

based

on

the

average

net

assets

of

the

class

until

February

29,

2024.

4.

Expense

Offset

Arrangement

The

Funds

have entered

into

an

arrangement

with

their

custodian

whereby

credits

realized

as

a

result

of

uninvested

cash

balances

are

used

to

reduce

a

portion

of

the

Funds'

custodian

expenses.

During

the year

ended

October

31,

2022, the

custodian

fees

were

reduced

as

noted

in

the

Statements

of

Operations.

    aa

Value

at

Beginning

of

Year

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Year

Number

of

Shares

Held

at

End

of

Year

Investment

Income

a      

a  

a  

a  

a  

a  

a  

a  

Franklin

MicroCap

Value

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

2.86%

.

$

7,943,014

$

49,913,002

$

(37,662,185)

$

—

$

—

$

20,193,831

20,193,831

$

114,081

Total

Affiliated

Securities

...

$7,943,014

$49,913,002

$(37,662,185)

$—

$—

$20,193,831

$114,081

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

2.86%

.

$

47,616,094

$

229,454,930

$

(246,509,826)

$

—

$

—

$

30,561,198

30,561,198

$

231,392

Total

Affiliated

Securities

...

$47,616,094

$229,454,930

$(246,509,826)

$—

$—

$30,561,198

$231,392

Franklin

Small

Cap

Value

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

2.86%

.

$

50,903,498

$

1,048,059,272

$

(959,129,487)

$

—

$

—

$

139,833,283

139,833,283

$

789,857

Total

Affiliated

Securities

...

$50,903,498

$1,048,059,272

$(959,129,487)

$—

$—

$139,833,283

$789,857

3.

Transactions

with

Affiliates

(continued)

f.

Investments

in

Affiliated

Management

Investment

Companies

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

64

franklintempleton.com

Annual

Report

5.

Income

Taxes

The

tax

character

of

distributions

paid

during

the

years

ended

October

31,

2022

and

2021,

was

as

follows:

At

October

31,

2022,

the

cost

of

investments,

net

unrealized

appreciation

(depreciation),

undistributed

ordinary

income

and

undistributed

long

term

capital

gains

for

income

tax

purposes

were

as

follows:

Differences

between

income

and/or

capital

gains

as

determined

on

a

book

basis

and

a

tax

basis

are

primarily

due

to

differing

treatment

of

wash

sales.

The

Funds

utilized

a

tax

accounting

practice

to

treat

a

portion

of

the

proceeds

from

capital

shares

redeemed

as

a

distribution

from

net

investment

income

and

realized

capital

gains.

6.

Investment

Transactions

Purchases

and

sales

of

investments

(excluding

short

term

securities)

for

the

year

ended

October

31,

2022,

were

as

follows:

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

2022

2021

2022

2021

Distributions

paid

from:

Ordinary

income

........................

$3,689,425

$743,894

$10,073,617

$26,185,606

Long

term

capital

gain

....................

26,122,385

7,754,828

100,984,572

—

$29,811,810

$8,498,722

$111,058,189

$26,185,606

Franklin

Small

Cap

Value

Fund

2022

2021

Distributions

paid

from:

Ordinary

income

........................

$235,196,624

$62,291,644

Long

term

capital

gain

....................

205,993,248

6,180,061

$441,189,872

$68,471,705

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

a

a

a

a

Cost

of

investments

.......................

$158,931,171

$725,231,338

$3,827,955,384

Unrealized

appreciation

.....................

$70,975,620

$119,329,612

$603,328,928

Unrealized

depreciation

.....................

(13,559,276)

(55,552,119)

(301,486,125)

Net

unrealized

appreciation

(depreciation)

.......

$57,416,344

$63,777,493

$301,842,803

Distributable

earnings:

Undistributed

ordinary

income

................

$1,286,666

$5,991,026

$16,517,035

Undistributed

long

term

capital

gains

...........

11,646,888

25,965,492

106,968,752

Total

distributable

earnings

..................

$12,933,554

$31,956,518

$123,485,787

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Purchases

..............................

$39,186,600

$546,134,488

$2,017,826,363

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

65

franklintempleton.com

Annual

Report

7.

Geopolitical

Risk 

On

February

24,

2022,

Russia

engaged

in

military

actions

in

the

sovereign

territory

of

Ukraine.

The

current

political

and

financial

uncertainty

surrounding

Russia

and

Ukraine

may

increase

market

volatility

and

the

economic

risk

of

investing

in

securities

in

these

countries

and

may

also

cause

uncertainty

for

the

global

economy

and

broader

financial

markets.

The

ultimate

fallout

and

long-term

impact

from

these

events

are

not

known.

The

Funds

will

continue

to

assess

the

impact

on

valuations

and

liquidity

and

will

take

any

potential

actions

needed

in

accordance

with

procedures

approved

by

the

Board.

8.

Novel

Coronavirus

Pandemic 

The

global

outbreak

of

the

novel

coronavirus

disease,

known

as

COVID-19, has

caused

adverse

effects

on

many

companies,

sectors,

nations,

regions

and

the

markets

in

general, and

may

continue for

an unpredictable duration.

The

effects

of

this

pandemic

may

materially

impact

the

value

and

performance

of

the

Funds, their ability

to

buy

and

sell

fund

investments

at

appropriate

valuations

and their ability

to

achieve their investment

objectives.

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.

Additionally,

as

defined

in

the

1940

Act,

an

investment

is

deemed

to

be

a

“Controlled

Affiliate”

of

a

fund

when

a

fund

owns,

either

directly

or

indirectly,

25%

or

more

of

the

affiliated

companies’

outstanding

shares

or

has

the

power

to

exercise

control

over

management

or

policies

of

such

company.

During

the

year

ended

October

31,

2022,

investments

in

“affiliated

companies”

were

as

follows:

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Sales

..................................

$53,081,278

$572,551,145

$2,456,718,419

Value

at

Beginning

of

Year

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Year

Number

of

Shares

Held

at

End

of

Year

Investment

Income

Franklin

Small

Cap

Value

Fund

Non-Controlled

Affiliates

Dividends

Apogee

Enterprises,

Inc.

$

64,367,204

$

—

$

(31,814,509)

$

5,804,358

$

—

a

$

—

a

—

a

$

915,062

Benchmark

Electronics,

Inc.

............

59,779,311

—

—

—

13,027,838

72,807,149

2,564,535

1,692,593

Brinker

International,

Inc.

—

81,418,633

—

—

474,850

81,893,483

2,452,635

—

Children's

Place

Inc.

(The)

39,002,812

24,648,445

—

—

(27,817,147)

35,834,110

885,230

—

Dalata

Hotel

Group

plc

.

49,073,911

4,123,069

(23,816,335)

(9,247,393)

—

a

—

a

—

a

—

Denny's

Corp

.......

83,295,680

—

(16,688,725)

(7,925,882)

(15,685,649)

42,995,424

3,794,830

—

Elementis

plc

.......

42,381,088

15,715,722

—

—

(24,389,113)

33,707,697

31,885,141

—

First

of

Long

Island

Corp.

(The)

...........

24,772,099

—

(7,232,314)

(3,649,783)

—

a

—

a

—

a

926,147

Great

Lakes

Dredge

&

Dock

Corp.

.......

62,276,435

—

(2,017,434)

(1,030,776)

(29,738,986)

29,489,239

3,900,693

—

Green

Plains,

Inc.

....

84,682,731

47,814,512

(31,962,335)

8,169,063

(23,804,986)

84,898,985

2,938,698

—

6.

Investment

Transactions

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

66

franklintempleton.com

Annual

Report

10.

Credit

Facility

The

Funds,

together

with

other

U.S.

registered

and

foreign

investment

funds

(collectively,

Borrowers),

managed

by

Franklin

Templeton,

are

borrowers

in

a

joint

syndicated

senior

unsecured

credit

facility

totaling

$2.675

billion

(Global

Credit

Facility)

which

matures

on

February

3,

2023.

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

Funds

shall,

in

addition

to

interest

charged

on

any

borrowings

made

by

the

Funds

and

other

costs

incurred

by

the

Funds,

pay

their

share

of

fees

and

expenses

incurred

in

connection

with

the

implementation

and

maintenance

of

the

Global

Credit

Facility,

based

upon

their

relative

share

of

the

aggregate

net

assets

of

all

of

the

Borrowers,

including

an

annual

commitment

fee

of

0.15%

based

upon

the

unused

portion

of

the

Global

Credit

Facility.

These

fees

are

reflected

in

other

expenses

in

the

Statements

of

Operations.

During

the

year ended

October

31,

2022,

the

Funds

did

not

use

the

Global

Credit

Facility.

11.

Fair

Value

Measurements

The Funds

follow

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' financial

instruments

and

are

summarized

in

the

following

fair

value

hierarchy:

Level

1

–

quoted

prices

in

active

markets

for

identical

financial

instruments

Level

2

–

other

significant

observable

inputs

(including

quoted

prices

for

similar

financial

instruments,

interest

rates,

prepayment

speed,

credit

risk,

etc.)

Level

3

–

significant

unobservable

inputs

(including

the Funds'

own

assumptions

in

determining

the

fair

value

of

financial

instruments)

Value

at

Beginning

of

Year

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Year

Number

of

Shares

Held

at

End

of

Year

Investment

Income

Franklin

Small

Cap

Value

Fund

(continued)

Non-Controlled

Affiliates

Greenbrier

Cos.,

Inc.

(The)

$

108,244,766

$

5,823,590

$

(45,848,460)

$

(7,027,592)

$

—

a

$

—

a

—

a

$

2,561,486

Hunting

plc

.........

11,157,900

16,650,186

—

—

338,309

28,146,395

9,175,111

732,638

Jack

in

the

Box,

Inc.

...

112,723,345

20,297,381

(26,970,303)

(12,296,268)

—

a

—

a

—

a

2,331,068

Knowles

Corp

.......

130,764,498

8,263,780

(28,213,377)

(16,925,386)

(31,357,925)

62,531,590

4,547,752

—

McGrath

RentCorp

....

102,145,118

8,311,526

(10,165,470)

854,306

31,163,119

132,308,599

1,406,790

2,719,147

NetScout

Systems,

Inc

.

84,940,826

43,366,434

(29,795,541)

1,035,325

29,737,369

129,284,413

3,599,232

—

Total

Affiliated

Securities

(Value

is

17.9%

of

Net

Assets)

..........

$1,059,607,724

$276,433,278

$(254,524,803)

$(42,240,028)

$(78,052,321)

$733,897,084

$11,878,141

a

As

of

October

31,

2022,

no

longer

an

affiliate.

9.

Holdings

of

5%

Voting

Securities

of

Portfolio

Companies

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

67

franklintempleton.com

Annual

Report

The

input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level.

A

summary

of

inputs

used

as

of

October

31,

2022,

in

valuing

the

Funds'

assets

carried

at

fair

value,

is

as

follows:

Level

1

Level

2

Level

3

Total

Franklin

MicroCap

Value

Fund

Assets:

Investments

in

Securities:

a

Common

Stocks

........................

$

196,153,684

$

—

$

—

$

196,153,684

Short

Term

Investments

...................

20,193,831

—

—

20,193,831

Total

Investments

in

Securities

...........

$216,347,515

$—

$—

$216,347,515

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

...................

9,637,297

10,334,633

—

19,971,930

Auto

Components

......................

19,937,482

—

—

19,937,482

Banks

...............................

56,180,101

8,684,294

—

64,864,395

Building

Products

......................

17,614,651

—

—

17,614,651

Chemicals

...........................

49,077,853

—

—

49,077,853

Commercial

Services

&

Supplies

...........

9,268,583

—

—

9,268,583

Construction

&

Engineering

...............

13,306,446

—

—

13,306,446

Diversified

Financial

Services

.............

19,190,361

—

—

19,190,361

Electric

Utilities

........................

22,606,620

—

—

22,606,620

Electrical

Equipment

....................

11,894,633

—

—

11,894,633

Electronic

Equipment,

Instruments

&

Components

........................

18,530,453

—

—

18,530,453

Energy

Equipment

&

Services

.............

29,622,777

—

—

29,622,777

Equity

Real

Estate

Investment

Trusts

(REITs)

.

28,168,126

—

—

28,168,126

Food

Products

........................

25,370,119

—

—

25,370,119

Health

Care

Providers

&

Services

..........

37,720,439

—

—

37,720,439

Household

Durables

....................

18,405,149

—

—

18,405,149

Independent

Power

and

Renewable

Electricity

Producers

..........................

18,421,637

—

—

18,421,637

Insurance

............................

53,891,177

—

—

53,891,177

Internet

&

Direct

Marketing

Retail

..........

4,035,075

—

—

4,035,075

IT

Services

...........................

34,215,014

—

—

34,215,014

Machinery

............................

29,524,208

—

—

29,524,208

Media

...............................

8,607,554

—

—

8,607,554

Metals

&

Mining

.......................

6,159,754

—

—

6,159,754

Oil,

Gas

&

Consumable

Fuels

.............

22,723,240

—

—

22,723,240

Personal

Products

.....................

—

11,745,251

—

11,745,251

Pharmaceuticals

.......................

6,730,913

10,955,793

—

17,686,706

Professional

Services

...................

32,828,395

—

—

32,828,395

Real

Estate

Management

&

Development

....

25,212,940

—

—

25,212,940

Software

.............................

21,075,936

—

—

21,075,936

Specialty

Retail

........................

13,726,054

—

—

13,726,054

Technology

Hardware,

Storage

&

Peripherals

.

12,067,926

—

—

12,067,926

Textiles,

Apparel

&

Luxury

Goods

..........

19,208,091

—

—

19,208,091

Trading

Companies

&

Distributors

..........

21,768,658

—

—

21,768,658

Short

Term

Investments

...................

30,561,198

—

—

30,561,198

Total

Investments

in

Securities

...........

$747,288,860

$41,719,971

b

$—

$789,008,831

Franklin

Small

Cap

Value

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

...................

68,512,854

18,526,928

—

87,039,782

11.

Fair

Value

Measurements

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

68

franklintempleton.com

Annual

Report

12.

New

Accounting

Pronouncements

In June

2022,

the

Financial

Accounting

Standards

Board

(FASB)

issued

Accounting

Standards

Update

(ASU)

No.

2022-03,

Fair

Value

Measurement

(Topic

820)

–

Fair

Value

Measurement

of

Equity

Securities

Subject

to

Contractual

Sale

Restrictions.

The

amendments

in

the

ASU

clarify

that

a

contractual

restriction

on

the

sale

of

an

equity

security

is

not

considered

part

of

the

unit

of

account

of

the

equity

security

and,

therefore,

should

not

be

considered

in

measuring

fair

value.

The

ASU

is

effective

for

interim

and

annual

reporting

periods

beginning

after

December

15,

2023,

with

the

option

of

early

adoption.

Management

is

currently

evaluating

the

impact,

if

any,

of

applying

this

ASU.

Level

1

Level

2

Level

3

Total

Franklin

Small

Cap

Value

Fund

(continued)

Assets:

(continued)

Investments

in

Securities:

Common

Stocks:

Auto

Components

......................

$

48,358,522

$

—

$

—

$

48,358,522

Banks

...............................

580,643,127

—

—

580,643,127

Building

Products

......................

136,121,316

—

—

136,121,316

Chemicals

...........................

89,545,701

33,707,697

—

123,253,398

Commercial

Services

&

Supplies

...........

22,084,667

—

—

22,084,667

Communications

Equipment

..............

129,284,413

—

—

129,284,413

Construction

&

Engineering

...............

221,585,795

—

—

221,585,795

Construction

Materials

..................

73,746,483

—

—

73,746,483

Consumer

Finance

.....................

4,360,319

—

—

4,360,319

Electric

Utilities

........................

8,419,974

—

—

8,419,974

Electrical

Equipment

....................

27,868,157

—

—

27,868,157

Electronic

Equipment,

Instruments

&

Components

........................

155,739,673

—

—

155,739,673

Energy

Equipment

&

Services

.............

151,588,475

—

—

151,588,475

Equity

Real

Estate

Investment

Trusts

(REITs)

.

145,348,765

—

—

145,348,765

Food

Products

........................

33,793,857

87,613,591

—

121,407,448

Health

Care

Equipment

&

Supplies

.........

160,573,727

—

—

160,573,727

Hotels,

Restaurants

&

Leisure

.............

242,044,790

18,783,613

—

260,828,403

Household

Durables

....................

42,828,746

—

—

42,828,746

Insurance

............................

272,191,961

—

—

272,191,961

Leisure

Products

.......................

12,086,690

—

—

12,086,690

Machinery

............................

188,870,274

—

—

188,870,274

Metals

&

Mining

.......................

63,838,591

—

—

63,838,591

Multi-Utilities

..........................

9,269,270

—

—

9,269,270

Oil,

Gas

&

Consumable

Fuels

.............

226,512,740

—

—

226,512,740

Professional

Services

...................

54,907,777

—

—

54,907,777

Real

Estate

Management

&

Development

....

24,675,039

—

—

24,675,039

Road

&

Rail

..........................

46,490,087

—

—

46,490,087

Semiconductors

&

Semiconductor

Equipment

.

64,927,562

—

—

64,927,562

Software

.............................

111,134,720

26,424,152

—

137,558,872

Specialty

Retail

........................

40,011,887

—

—

40,011,887

Textiles,

Apparel

&

Luxury

Goods

..........

21,768,760

—

—

21,768,760

Thrifts

&

Mortgage

Finance

...............

75,994,487

—

—

75,994,487

Trading

Companies

&

Distributors

..........

249,779,717

—

—

249,779,717

Short

Term

Investments

...................

139,833,283

—

—

139,833,283

Total

Investments

in

Securities

...........

$3,944,742,206

$185,055,981

c

$—

$4,129,798,187

a

For

detailed

categories,

see

the

accompanying

Schedule

of

Investments.

b

Includes

foreign

securities

valued

at

$41,719,971,

which

were

categorized

as

Level

2

as

a

result

of

the

application

of

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

more

information.

c

Includes

foreign

securities

valued

at

$185,055,981,

which

were

categorized

as

Level

2

as

a

result

of

the

application

of

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

more

information.

11.

Fair

Value

Measurements

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

69

franklintempleton.com

Annual

Report

13.

Subsequent

Events

The

Funds

have

evaluated

subsequent

events

through

the

issuance

of

the

financial

statements

and

determined

that

no

events

have

occurred

that

require

disclosure.

Franklin

Value

Investors

Trust

Report

of

Independent

Registered

Public

Accounting

Firm

70

franklintempleton.com

Annual

Report

To

the

Board

of

Trustees

of

Franklin

Value

Investors

Trust

and

Shareholders

of

Franklin

MicroCap

Value

Fund,

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund,

and

Franklin

Small

Cap

Value

Fund:

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statements

of

assets

and

liabilities

of

Franklin

Value

Investors

Trust

(the

“Trust”)

(comprising

Franklin

MicroCap

Value

Fund,

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(formerly,

Franklin

Mutual

U.S.

Value

Fund),

and

Franklin

Small

Cap

Value

Fund

(collectively

referred

to

as

the

“Funds”),

including

the

schedules

of

investments,

as

of

October

31,

2022,

and

the

related

statements

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

then

ended,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended,

and

the

related

notes

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

each

of

the

Funds

comprising

Franklin

Value

Investors

Trust

at

October

31,

2022,

the

results

of

its

operations

for

the

year

then

ended,

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

then

ended,

and

its

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended,

in

conformity

with

U.S.

generally

accepted

accounting

principles.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Funds’

management.

Our

responsibility

is

to

express

an

opinion

on

the

Funds’

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

("PCAOB")

and

are

required

to

be

independent

with

respect

to

the

Funds

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

The

Funds

are

not

required

to

have,

nor

were

we

engaged

to

perform,

an

audit

of

the

Funds’

internal

control

over

financial

reporting.

As

part

of

our

audits,

we

are

required

to

obtain

an

understanding

of

internal

control

over

financial

reporting,

but

not

for

the

purpose

of

expressing

an

opinion

on

the

effectiveness

of

the

Funds’

internal

control

over

financial

reporting.

Accordingly,

we

express

no

such

opinion.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

October

31,

2022,

by

correspondence

with

the

custodian

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

We

have

served

as

the

auditor

of

one

or

more

Franklin

investment

companies

since

1987.

Boston,

Massachusetts

December

19,

2022

Franklin

Value

Investors

Trust

Tax

Information

(unaudited)

71

franklintempleton.com

Annual

Report

By

mid-February,

tax

information

related

to

a

shareholder's

proportionate

share

of

distributions

paid

during

the

preceding

calendar

year

will

be

received,

if

applicable.

Please

also

refer

to

www.franklintempleton.com

for

per

share

tax

information

related

to

any

distributions

paid

during

the

preceding

calendar

year.

Shareholders

are

advised

to

consult

with

their

tax

advisors

for

further

information

on

the

treatment

of

these

amounts

on

their

tax

returns.

The

following

tax

information

for

the

Funds

is

required

to

be

furnished

to

shareholders

with

respect

to

income

earned

and

distributions

paid

during

their

fiscal

year.

The

Funds

below

hereby

report

the

following

amounts,

or

if

subsequently

determined

to

be

different,

the

maximum

allowable

amounts,

for

the

fiscal

year

ended

October

31,

2022:

Pursuant

to:

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Long-Term

Capital

Gain

Dividends

Distributed

§852(b)(3)(C)

$27,580,365

$110,248,863

$233,879,389

Income

Eligible

for

Dividends

Received

Deduction

(DRD)

§854(b)(1)(A)

$2,654,556

$11,459,281

$49,168,487

Qualified

Dividend

Income

Earned

(QDI)

§854(b)(1)(B)

$2,880,917

$15,070,501

$58,611,711

Short-Term

Capital

Gain

Dividends

Distributed

§871(k)(2)(C)

$2,991,270

—

$201,339,413

Franklin

Value

Investors

Trust

Board

Members

and

Officers

72

franklintempleton.com

Annual

Report

The

name,

year

of

birth

and

address

of

the

officers

and

board

members,

as

well

as

their

affiliations,

positions

held

with

the

Trust,

principal

occupations

during

at

least

the

past

five

years

and

number

of

U.S.

registered

portfolios

overseen

in

the

Franklin

Templeton/Legg

Mason

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

During

at

Least

the

Past

5

Years

Edward

I.

Altman,

Ph.D.

(1941)

Trustee

Since

2015

11

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Max

L.

Heine

Professor

of

Finance,

Emeritus

and

Director

of

The

Credit

and

Debt

Markets

Research

Program,

Salomon

Center,

Stern

School

of

Business,

New

York

University;

editor

and

author

of

numerous

financial

publications;

financial

consultant;

an

adviser

to

numerous

financial

and

publishing

organizations;

and

formerly

,

Vice

Director,

Salomon

Center,

Stern

School

of

Business,

New

York

University.

Ann

Torre

Bates

(1958)

Chairperson

and

Trustee

Chairperson

since

2020

and

Trustee

since

2015

30

Ares

Strategic

Income

Fund

(closed-end

investment

management

company)

(September

2022-present);

Ares

Capital

Corporation

(specialty

finance

company)

(2010-present),

United

Natural

Foods,

Inc.

(2013-present),

formerly

,

Navient

Corporation

(loan

management,

servicing

and

asset

recovery)

(2014-2016).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

companies;

and

formerly

,

Executive

Vice

President

and

Chief

Financial

Officer,

NHP

Incorporated

(manager

of

multifamily

housing)

(1995-1997);

and

Vice

President

and

Treasurer,

US

Airways,

Inc.

(until

1995).

Jan

Hopkins

Trachtman

(1947)

Trustee

Since

2015

11

FTAC

Parnassus

Acquisition

Corp.

(special

purpose

fintech

acquisition

company)

(2021-present);

and

formerly

,

FTAC

Olympus

Acquisition

Corp.

(special

purpose

fintech

acquisition

company)

(2020-

2022)

and

FinTech

Acquisition

Corp.

III

(special

purpose

fintech

acquisition

company)

(2018-2021).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

President

and

Founder,

The

Jan

Hopkins

Group

(communications

consulting

firm);

serves

on

Alumni

Advisory

Board

of

Knight

Bagehot

Fellowship;

and

formerly

,

President,

Economic

Club

of

New

York

(2007-2015);

Anchor/Correspondent,

CNN

Financial

News

(until

2003);

Managing

Director

and

Head

of

Client

Communications,

Citigroup

Private

Bank

(until

2005);

Off-Air

Reporter,

ABC

News'

World

News

Tonight;

and

Editor,

CBS

Network

News.

Keith

E.

Mitchell

(1954)

Trustee

Since

2015

11

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

boards

of

asset

management

firms;

and

formerly

,

Managing

Member,

Mitchell,

Hartley

&

Bechtel

Advisers,

LLC

(

formerly

,

Mitchell

Advisers,

LLC)

(advisory

firm)

(2003-2015)

and

Managing

Director,

Putman

Lovell

NBF.

Franklin

Value

Investors

Trust

73

franklintempleton.com

Annual

Report

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

During

at

Least

the

Past

5

Years

David

W.

Niemiec

(1949)

Trustee

Since

2011

30

Hess

Midstream

LP

(oil

and

gas

midstream

infrastructure)

(2017-present).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Advisor,

Saratoga

Partners

(private

equity

fund);

and

formerly

,

Managing

Director,

Saratoga

Partners

(1998-2001)

and

SBC

Warburg

Dillon

Read

(investment

banking)

(1997-1998);

Vice

Chairman,

Dillon,

Read

&

Co.

Inc.

(investment

banking)

(1991-1997);

and

Chief

Financial

Officer,

Dillon,

Read

&

Co.

Inc.

(1982-1997).

Robert

E.

Wade

(1946)

Trustee

Since

2004

30

El

Oro

Ltd

(investments)

(2003-

2019).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Attorney

at

law

engaged

in

private

practice

as

a

sole

practitioner

(1972-2008)

and

member

of

various

boards.

Gregory

H.

Williams

(1943)

Trustee

Since

2008

11

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Private

investor;

Consultant;

and

formerly

,

President,

University

of

Cincinnati

(2009-2012);

President,

The

City

College

of

New

York

(2001-

2009);

Dean,

College

of

Law,

Ohio

State

University

(1993-2001);

and

Associate

Vice

President,

Academic

Affairs

and

Professor

of

Law,

University

of

Iowa

(1977-1993).

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member*

Other

Directorships

Held

During

at

Least

the

Past

5

Years

**Gregory

E.

Johnson

(1961)

Trustee

Since

2015

131

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Executive

Chairman,

Chairman

of

the

Board

and

Director,

Franklin

Resources,

Inc.;

officer

and/or

director

or

trustee,

as

the

case

may

be,

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex;

Vice

Chairman,

Investment

Company

Institute;

and

formerly

,

Chief

Executive

Officer

(2013-2020)

and

President

(1994-2015)

Franklin

Resources,

Inc.

**Jennifer

M.

Johnson

(1964)

Trustee

Since

2015

70

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Chief

Executive

Officer,

President

and

Director,

Franklin

Resources,

Inc.;

officer

and/or

director

or

trustee,

as

the

case

may

be,

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex;

and

formerly

,

Chief

Operating

Officer

and

Executive

Vice

President,

Franklin

Resources,

Inc.

(1994-2015);

Executive

Vice

President

of

Operations

and

Technology,

Franklin

Resources,

Inc.

(2005-2010);

and

Senior

Vice

President,

Franklin

Resources,

Inc.

(2003-2005).

Rupert

H.

Johnson,

Jr.

(1940)

Vice

President

Since

1989

124

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

(Vice

Chairman),

Franklin

Resources,

Inc.;

Director,

Franklin

Advisers,

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

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Independent

Board

Members

(continued)

Franklin

Value

Investors

Trust

74

franklintempleton.com

Annual

Report

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member*

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Alison

E.

Baur

(1964)

Vice

President

Since

2012

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Deputy

General

Counsel,

Franklin

Templeton;

and

officer

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Breda

M.

Beckerle

(1958)

Chief

Compliance

Officer

Since

2020

Not

Applicable

Not

Applicable

280

Park

Avenue

New

York,

NY

10017

Principal

Occupation

During

at

Least

the

Past

5

Years:

Chief

Compliance

Officer,

Fiduciary

Investment

Management

International,

Inc.,

Franklin

Advisers,

Inc.,

Franklin

Mutual

Advisers,

LLC,

Franklin

Templeton

Institutional,

LLC;

and

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Christian

K.

Correa

(1973)

President,

and

Chief

Executive

Officer

–

Investment

Management

Since

2021

Not

Applicable

Not

Applicable

c/o

Franklin

Mutual

Advisers,

LLC

101

John

F.

Kennedy

Parkway

Short

Hills,

NJ

07078-2716

Principal

Occupation

During

at

Least

the

Past

5

Years:

President,

Franklin

Mutual

Advisers,

LLC;

and

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Steven

J.

Gray

(1955)

Secretary

and

Vice

President

Secretary

since

2005

and

Vice

President

since

2009

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Associate

General

Counsel,

Franklin

Templeton;

Assistant

Secretary,

Franklin

Distributors,

LLC;

and

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Matthew

T.

Hinkle

(1971)

Chief

Executive

Officer

–

Finance

and

Administration

Since

2017

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Vice

President,

Franklin

Templeton

Services,

LLC;

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex;

and

formerly

,

Vice

President,

Global

Tax

(2012-April

2017)

and

Treasurer/Assistant

Treasurer,

Franklin

Templeton

(2009-2017).

Susan

Kerr

(1949)

Vice

President

–

AML

Compliance

Since

2021

Not

Applicable

Not

Applicable

620

Eighth

Avenue

New

York,

NY

10018

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Compliance

Analyst,

Franklin

Templeton;

Chief

Anti-Money

Laundering

Compliance

Officer,

Legg

Mason

&

Co.,

or

its

affiliates;

Anti

Money

Laundering

Compliance

Officer;

Senior

Compliance

Officer,

LMIS;

and

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Interested

Board

Members

and

Officers

(continued)

Franklin

Value

Investors

Trust

75

franklintempleton.com

Annual

Report

*We

base

the

number

of

portfolios

on

each

separate

series

of

the

U.S.

registered

investment

companies

within

the

Franklin

Templeton/Legg

Mason

fund

complex.

These

portfolios

have

a

common

investment

manager

or

affiliated

investment

managers.

**Gregory

E.

Johnson

is

considered

to

be

an

interested

person

of

the

Fund

under

the

federal

securities

laws

due

to

his

position

as

an

officer

and

director

of

Franklin

Resources,

Inc.

(Resources),

which

is

the

parent

company

of

the

Fund’s

investment

manager

and

distributor.

Jennifer

M.

Johnson

is

considered

to

be

an

interested

person

of

the

Fund

under

the

federal

securities

laws

due

to

her

position

as

an

officer

and

director

of

Resources.

Note

1:

Gregory

E.

Johnson

and

Jennifer

M.

Johnson

are

siblings.

Rupert

H.

Johnson,

Jr.

is

the

uncle

of

Gregory

E.

Johnson

and

Jennifer

M.

Johnson.

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

U.S.

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

each

of

Ann

Torre

Bates

and

David

W.

Niemiec

as

an

audit

committee

financial

expert.

The

Board

believes

that

Ms.

Bates

and

Mr.

Niemiec

qualify

as

such

an

expert

in

view

of

their

extensive

business

background

and

experience.

Ms.

Bates

has

served

as

a

member

of

the

Fund

Audit

Committee

since

2015.

She

currently

serves

as

a

director

of

Ares

Capital

Corporation

(2010-present)

and

United

Natural

Foods,

Inc.

(2013-present)

and

was

formerly

a

director

of

Navient

Corporation

from

2014

to

2016,

SLM

Corporation

from

1997

to

2014

and

Allied

Capital

Corporation

from

2003

to

2010,

Executive

Vice

President

and

Chief

Financial

Officer

of

NHP

Incorporated

from

1995

to

1997

and

Vice

President

and

Treasurer

of

US

Airways,

Inc.

until

1995.

Mr.

Niemiec

has

served

as

a

member

of

the

Fund

Audit

Committee

since

2011,

currently

serves

as

an

Advisor

to

Saratoga

Partners

and

was

formerly

its

Managing

Director

from

1998

to

2001

and

serves

as

a

director

of

Hess

Midstream

LP

(2017-present).

Mr.

Niemiec

was

formerly

a

director

of

Emeritus

Corporation

from

1999

to

2010

and

OSI

Pharmaceuticals,

Inc.

from

2006

to

2010,

Managing

Director

of

SBC

Warburg

Dillon

Read

from

1997

to

1998,

and

was

Vice

Chairman

from

1991

to

1997

and

Chief

Financial

Officer

from

1982

to

1997

of

Dillon,

Read

&

Co.

Inc.

As

a

result

of

such

background

and

experience,

the

Board

believes

that

Ms.

Bates

and

Mr.

Niemiec

have

each

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.

Ms.

Bates

and

Mr.

Niemiec

are

independent

Board

members

as

that

term

is

defined

under

the

applicable

U.S.

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)

DIAL

BEN/342-5236

to

request

the

SAI.

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member*

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Christopher

Kings

(1974)

Chief

Financial

Officer,

Chief

Accounting

Officer

and

Treasurer

Since

January

2022

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Treasurer,

U.S.

Fund

Administration

&

Reporting;

and

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Navid

J.

Tofigh

(1972)

Vice

President

Since

2015

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Associate

General

Counsel,

Franklin

Templeton;

and

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Lori

A.

Weber

(1964)

Vice

President

Since

2011

Not

Applicable

Not

Applicable

300

S.E.

2nd

Street

Fort

Lauderdale,

FL

33301-

1923

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Associate

General

Counsel,

Franklin

Templeton;

Assistant

Secretary,

Franklin

Resources,

Inc.;

Vice

President

and

Secretary,

Templeton

Investment

Counsel,

LLC;

and

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Interested

Board

Members

and

Officers

(continued)

Franklin

Value

Investors

Trust

Shareholder

Information

76

franklintempleton.com

Annual

Report

Board

Approval

of

Investment

Management

Agreements

FRANKLIN

VALUE

INVESTORS

TRUST

(EACH

SERIES

OF

SUCH

TRUST,

A

“FUND”)

The

Board

of

Trustees

(Board),

including

a

majority

of

trustees

that

are

not

“interested

persons”

as

such

term

is

defined

in

section

2(a)(19)

of

the

Investment

Company

Act

of

1940

(hereinafter

referred

to

as

“independent

trustees”),

at

a

meeting

held

on

May

24,

2022,

unanimously

approved

the

renewal

of

the

Fund’s

investment

management

agreement.

Prior

to

a

meeting

of

all

of

the

trustees

for

the

purpose

of

considering

such

renewal,

the

independent

trustees

participated

in

two

other

meetings

held

in

connection

with

the

renewal

process.

Throughout

the

process,

the

independent

trustees

received

assistance

and

advice

from

and

met

separately

with

independent

counsel.

The

independent

trustees

met

with

and

interviewed

officers

of

the

investment

manager

(including

portfolio

managers),

the

transfer

agent

and

shareholder

services

group

and

the

distributor.

In

approving

the

renewal

of

the

investment

management

agreement

for

the

Fund,

the

Board,

including

the

independent

trustees,

determined

that

the

investment

management

fee

structure

was

fair

and

reasonable

and

that

continuance

of

the

agreement

was

in

the

best

interests

of

the

Fund

and

its

shareholders.

In

reaching

their

decision

on

the

investment

management

agreement,

the

trustees

took

into

account

information

furnished

throughout

the

year

at

Board

meetings,

as

well

as

information

specifically

requested

and

furnished

for

the

renewal

process,

which

culminated

in

the

meetings

referred

to

above

for

the

specific

purpose

of

considering

such

agreement.

Information

furnished

throughout

the

year

included,

among

others,

reports

on

the

Fund’s

investment

performance,

expenses,

portfolio

composition,

portfolio

brokerage

execution,

client

commission

arrangements,

derivatives,

securities

lending,

asset

segregation,

portfolio

turnover,

Rule

12b-1

plan,

distribution,

shareholder

servicing,

legal

and

compliance

matters,

pricing

of

securities,

sales

and

redemptions,

and

marketing

support

payments

made

to

financial

intermediaries,

as

well

as

a

third-party

survey

of

transfer

agent

fees

charged

to

funds

within

the

Franklin

Templeton

(FT)

complex

in

comparison

with

those

charged

to

other

fund

complexes

deemed

comparable.

Also,

related

financial

statements

and

other

information

about

the

scope

and

quality

of

services

provided

by

the

investment

manager

and

its

affiliates

and

enhancements

to

such

services

over

the

past

year

were

provided.

In

addition,

the

trustees

received

periodic

reports

throughout

the

year

and

during

the

renewal

process

relating

to

compliance

with

the

Fund’s

investment

policies

and

restrictions.

During

the

renewal

process,

the

independent

trustees

considered

the

investment

manager’s

methods

of

operation

within

the

Franklin

Templeton

group

and

its

activities

on

behalf

of

other

clients.

The

Board

also

reviewed

and

considered

an

annual

report

on

payments

made

by

FT

or

the

Fund

to

financial

intermediaries,

as

well

as

a

memorandum

relating

to

third-party

servicing

arrangements,

which

included

discussion

of

the

changing

distribution

landscape

for

the

Fund.

The

information

obtained

by

the

trustees

during

the

renewal

process

also

included

a

special

report

prepared

by

Broadridge

Financial

Solutions,

Inc.,

an

independent

third-party

analyst

that

utilizes

data

from

Lipper,

Inc.

(“Lipper”),

comparing

the

Fund’s

investment

performance

and

expenses

with

those

of

other

mutual

funds

deemed

comparable

to

the

Fund

as

selected

by

Lipper

(Broadridge

Section

15(c)

Report).

The

trustees

reviewed

the

Broadridge

Section

15(c)

Report

and

its

usefulness

in

the

renewal

process

with

respect

to

matters

such

as

comparative

fees,

expenses,

expense

ratios,

performance

and

volatility.

They

concluded

that

the

report

continues

to

be

a

reliable

resource

in

the

performance

of

their

duties.

In

addition,

the

trustees

received

a

Profitability

Study

(Profitability

Study)

prepared

by

management

discussing

the

profitability

to

FT

from

its

overall

U.S.

fund

operations,

as

well

as

on

an

individual

fund-by-fund

basis.

Over

the

past

year,

the

Board

and

counsel

to

the

independent

trustees

continued

to

receive

reports

on

management’s

handling

of

recent

regulatory

inquiries

and

pending

legal

actions

against

the

investment

manager

and

its

affiliates.

The

independent

trustees

were

satisfied

with

the

actions

taken

to

date

by

management

in

response

to

such

regulatory

and

legal

matters.

The

trustees

reviewed

the

personnel,

operations,

financial

condition,

and

investment

management

capabilities,

methodologies

and

resources

of

the

investment

manager.

As

part

of

this

review,

particular

attention

was

given

to

management’s

diligent

risk

management

program,

including

continual

monitoring

and

management

of

cybersecurity,

liquidity

and

counterparty

credit

risk,

and

attention

given

to

derivatives

and

other

complex

instruments

that

are

held

and

expected

to

be

held

by

the

Fund

and

how

such

instruments

are

used

to

carry

out

the

Fund’s

investment

goal(s).

The

Board

also

took

into

account,

among

other

things,

management’s

efforts

in

establishing

a

global

credit

facility

Franklin

Value

Investors

Trust

Shareholder

Information

77

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Report

for

the

benefit

of

the

Fund

and

other

accounts

managed

by

FT

to

provide

a

source

of

cash

for

temporary

and

emergency

purposes

or

to

meet

unusual

redemption

requests

as

well

as

the

strong

financial

position

of

the

investment

manager’s

parent

company

and

its

commitment

to

the

mutual

fund

business.

The

Board

noted

management’s

continuing

efforts

and

expenditures

in

establishing

effective

business

continuity

plans

and

developing

strategies

to

address

areas

of

heightened

concern

in

the

mutual

fund

industry,

such

as

cybersecurity

in

the

current

work-from-home

environment

and

liquidity

risk

management.

The

Board

also

recognized

management’s

commitment

to

facilitating

Board

oversight

of

particular

areas,

including

derivatives

and

payments

to

intermediaries,

by

enhanced

reporting.

In

addition

to

the

above

and

other

matters

considered

by

the

trustees

throughout

the

course

of

the

year,

the

following

discussion

relates

to

certain

primary

factors

relevant

to

the

Board’s

decision.

This

discussion

of

the

information

and

factors

considered

by

the

Board

(including

the

information

and

factors

discussed

above)

is

not

intended

to

be

exhaustive,

but

rather

summarizes

certain

factors

considered

by

the

Board.

In

view

of

the

wide

variety

of

factors

considered,

the

Board

did

not,

unless

otherwise

noted,

find

it

practicable

to

quantify

or

otherwise

assign

relative

weights

to

the

foregoing

factors.

In

addition,

individual

trustees

may

have

assigned

different

weights

to

various

factors.

NATURE,

EXTENT

AND

QUALITY

OF

SERVICES

.

The

trustees

reviewed

the

nature,

extent

and

quality

of

the

services

provided,

and

to

be

provided,

by

the

investment

manager.

The

trustees

cited

the

investment

manager’s

ability

to

implement

the

Fund’s

disciplined

value

investment

approach

and

its

long-term

relationship

with

the

Fund

as

reasons

that

shareholders

choose

to

invest,

and

remain

invested,

in

the

Fund.

The

trustees

reviewed

the

Fund’s

portfolio

management

team,

including

its

performance,

staffing,

skills

and

compensation

program.

With

respect

to

portfolio

manager

compensation,

management

assured

the

trustees

that

the

Fund’s

long-term

performance

is

a

significant

component

of

incentive-based

compensation

and

noted

that

a

portion

of

a

portfolio

manager’s

incentive-

based

compensation

is

paid

in

shares

of

pre-designated

funds

from

the

portfolio

manager’s

fund

management

area.

The

trustees

noted

that

the

portfolio

manager

compensation

program

aligned

the

interests

of

the

portfolio

managers

with

that

of

shareholders

of

the

Fund.

The

trustees

discussed

with

management

various

other

products,

portfolios

and

entities

that

are

advised

by

the

investment

manager

and

the

allocation

of

assets

and

expenses

among

and

within

them,

as

well

as

their

relative

fees

and

reasons

for

differences

with

respect

thereto

and

any

potential

conflicts.

During

regular

Board

meetings

and

the

aforementioned

meetings

of

the

independent

trustees,

the

trustees

received

reports

and

presentations

on

the

investment

manager’s

best

execution

trading

policies.

The

trustees

considered

periodic

reports

provided

to

them

showing

that

the

investment

manager

complied

with

the

investment

policies

and

restrictions

of

the

Fund

as

well

as

other

reports

periodically

furnished

to

the

Board

covering

matters

such

as

the

compliance

of

portfolio

managers

and

other

management

personnel

with

the

code

of

ethics

covering

the

investment

management

personnel,

the

adherence

to

fair

value

pricing

procedures

established

by

the

Board

and

the

accuracy

of

net

asset

value

calculations.

The

Board

noted

the

extent

of

the

benefits

provided

to

Fund

shareholders

from

being

part

of

the

Franklin

Templeton

group

of

funds,

including

the

right

to

exchange

investments

between

funds

(same

class)

without

a

sales

charge,

the

ability

to

reinvest

Fund

dividends

into

other

funds

and

the

right

to

combine

holdings

of

other

funds

to

obtain

reduced

sales

charges.

The

Board

considered

the

investment

manager’s

significant

efforts

in

developing

and

implementing

compliance

procedures

established

in

accordance

with

SEC

and

other

requirements.

The

Board

considered

the

nature,

extent

and

quality

of

the

services

to

be

provided

under

the

Fund’s

other

service

agreements

to

determine

that,

on

an

overall

basis,

Fund

shareholders

were

well

served.

In

this

connection,

the

Board

also

took

into

account

transfer

agent

and

shareholder

services

provided

to

Fund

shareholders

by

an

affiliate

of

the

investment

manager,

and

favorable

periodic

reports

on

shareholder

services

conducted

by

independent

third

parties.

While

such

considerations

directly

affected

the

trustees’

decision

in

renewing

the

Fund’s

transfer

agent

and

shareholder

services

agreement,

the

Board

also

considered

these

commitments

as

incidental

benefits

to

Fund

shareholders

deriving

from

the

investment

management

relationship.

Based

on

their

review,

the

trustees

were

satisfied

with

the

nature

and

quality

of

the

overall

services

provided,

and

to

be

provided,

by

the

investment

manager

and

its

affiliates

to

the

Fund

and

its

shareholders

and

were

confident

in

the

abilities

of

the

management

team

to

continue

the

disciplined

value

investment

approach

of

the

Fund

and

to

provide

quality

services

to

the

Fund

and

its

shareholders.

INVESTMENT

PERFORMANCE.

The

trustees

reviewed

and

placed

significant

emphasis

on

the

investment

performance

of

the

Fund

over

the

one-,

three-,

five-

and

10-year

periods

ended

December

31,

2021.

They

considered

the

history

of

performance

of

the

Fund

relative

to

various

benchmarks.

As

Franklin

Value

Investors

Trust

Shareholder

Information

78

franklintempleton.com

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Report

part

of

their

review,

they

inquired

of

management

regarding

benchmarks,

style

drift

and

restrictions

on

permitted

investments.

Consideration

was

also

given

to

performance

in

the

context

of

available

levels

of

cash

during

the

periods.

The

trustees

had

meetings

during

the

year,

including

the

meetings

referred

to

above

held

in

connection

with

the

renewal

process,

with

the

Fund’s

portfolio

managers

to

discuss

performance

and

the

management

of

the

Fund.

In

addition

to

the

materials

provided

by

management

in

connection

with

the

renewal

process,

the

independent

trustees

requested

throughout

the

year

(and

received)

additional

presentations

from

the

investment

manager

and

senior

management

of

FT

regarding

the

performance

of

the

investment

manager

and

the

Fund.

As

part

of

these

presentations,

the

investment

manager

and

senior

management

of

FT

reviewed

enhancements

that

have

been

made,

and

are

being

made,

to

the

investment

manager’s

investment

process.

Particular

attention

in

assessing

performance

was

given

to

the

Broadridge

Section

15(c)

Report.

That

report

showed

the

investment

performance

of

the

Fund

(Class

A

shares)

in

comparison

to

other

funds

determined

comparable

by

Lipper.

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(Formerly,

Franklin

Mutual

U.S.

Value

Fund)

.

The

comparable

funds

to

the

Fund,

as

chosen

by

Lipper,

included

all

retail

and

institutional

multi-cap

value

funds.

The

Fund

had

total

returns

in

the

middle

performing

quintile

for

the

one-year

period

ended

December

31,

2021,

and

had

annualized

total

returns

for

the

three-

and

five-year

periods

in

the

lowest

performing

quintile.

The

trustees

noted

that

the

Fund’s

total

return

on

an

annualized

basis

for

the

10-year

period

ended

December

31,

2021

was

also

in

the

lowest

performing

quintile.

The

trustees

also

compared

Fund

performance

to

other

industry

benchmarks,

including

measures

of

risk-

adjusted

performance

of

a

fund,

as

part

of

their

evaluation

of

investment

performance.

The

trustees

discussed

with

management

the

reasons

for

the

relative

underperformance

for

the

three-,

five-

and

10-year

periods

ended

December

31,

2021.

The

Board

was

encouraged

by

improved

performance

in

2021

and

did

not

believe

that

any

changes

with

respect

to

the

Fund

were

warranted

at

the

time,

particularly

since

the

recent

personnel

changes

had

taken

effect

on

November

2,

2020

and

the

continued

enhancements

to

the

investment

manager’s

personnel

and

investment

process.

The

Board

noted

that

it

would

continue

to

monitor

future

performance.

Franklin

MicroCap

Value

Fund

.

The

comparable

funds

to

the

Fund,

as

chosen

by

Lipper,

included

all

retail

and

institutional

small-cap

value

funds.

The

Fund

had

total

returns

in

the

lowest

performing

quintile

for

the

one-year

period

ended

December

31,

2021,

and

had

annualized

total

returns

for

the

three-

and

five-year

periods

also

in

the

lowest

performing

quintile.

The

trustees

noted

that

the

Fund’s

total

return

on

an

annualized

basis

for

the

10-year

period

ended

December

31,

2021

was

also

in

the

lowest

performing

quintile.

The

trustees

also

compared

Fund

performance

to

other

industry

benchmarks,

including

measures

of

risk-

adjusted

performance

of

a

fund,

as

part

of

their

evaluation

of

investment

performance.

The

trustees

discussed

with

management

the

reasons

for

the

relative

underperformance

for

the

one-,

three-,

five-,

and

10-year

periods

ended

December

31,

2021.

While

disappointed

with

the

relative

underperformance

of

the

Fund,

the

Board

did

not

believe

that

any

changes

with

respect

to

the

Fund

were

warranted

at

the

time,

particularly

since

the

recent

personnel

changes

had

taken

effect

on

November

2,

2020

and

the

continued

enhancements

to

the

investment

manager’s

personnel

and

investment

process.

The

Board

noted

that

it

would

continue

to

monitor

future

performance.

Franklin

Small

Cap

Value

Fund

.

The

comparable

funds

to

the

Fund,

as

chosen

by

Lipper,

included

all

retail

and

institutional

small-cap

value

funds.

The

Fund

had

total

returns

in

the

lowest

performing

quintile

for

the

one-year

period

ended

December

31,

2021,

had

annualized

total

returns

for

the

three-year

period

in

the

middle

performing

quintile,

and

had

annualized

total

returns

for

the

five-year

period

in

the

second-best

performing

quintile.

The

trustees

noted

that

the

Fund’s

total

return

on

an

annualized

basis

for

the

10-year

period

ended

December

31,

2021

was

also

in

the

middle

performing

quintile.

The

Board

was

satisfied

with

such

comparative

performance.

The

trustees

also

compared

Fund

performance

to

other

industry

benchmarks,

including

measures

of

risk-adjusted

performance

of

a

fund,

as

part

of

their

evaluation

of

investment

performance.

The

trustees

concluded

that

the

Fund

had

continued

to

perform

well

in

comparison

to

its

various

benchmarks

and

in

the

context

of

the

Fund’s

goal.

COMPARATIVE

EXPENSES

AND

MANAGEMENT

PROFITABILITY.

The

trustees

considered

the

cost

of

the

services

provided

and

to

be

provided

and

the

profits

realized

by

the

investment

manager

and

its

affiliates

from

their

respective

relationships

with

the

Fund.

As

part

of

the

renewal

process,

the

trustees

explored

with

management

the

trends

in

expense

ratios

over

the

past

three

fiscal

years

and

the

reasons

for

any

increases

in

the

Fund’s

expense

ratios

(or

components

thereof).

In

considering

the

appropriateness

of

the

management

fee

and

other

expenses

charged

to

the

Fund,

the

Board

took

into

account

various

factors

including

investment

performance

and

matters

relating

to

Fund

operations,

including,

but

not

limited

to,

the

quality

Franklin

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Investors

Trust

Shareholder

Information

79

franklintempleton.com

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Report

and

experience

of

its

portfolio

managers

and

research

staff.

Consideration

was

also

given

to

a

comparative

analysis

in

the

Broadridge

Section

15(c)

Report

of

the

investment

management

fee

and

total

expense

ratio

of

the

Fund

in

comparison

with

those

of

a

group

of

other

funds

selected

by

Lipper

as

its

appropriate

Lipper

expense

group.

Lipper

expense

data

is

based

upon

information

taken

from

each

fund’s

most

recent

annual

report,

which

reflects

historical

asset

levels

that

may

be

quite

different

from

those

currently

existing,

particularly

in

a

period

of

market

volatility.

While

recognizing

such

inherent

limitation

and

the

fact

that

expense

ratios

generally

increase

as

assets

decline

and

decrease

as

assets

grow,

the

Board

believed

the

independent

analysis

conducted

by

Lipper

to

be

an

appropriate

measure

of

comparative

expenses.

In

reviewing

comparative

costs,

emphasis

was

given

to

the

Fund’s

contractual

management

fee

in

comparison

with

the

contractual

management

fee

that

would

have

been

charged

by

other

funds

within

its

Lipper

expense

group

assuming

they

were

similar

in

size

to

the

Fund,

as

well

as

the

actual

total

expenses

of

the

Fund

in

comparison

with

those

of

its

Lipper

expense

group.

The

Lipper

contractual

management

fee

analysis

includes

administrative

charges

as

being

part

of

the

management

fee,

and

total

expenses,

for

comparative

consistency,

are

shown

by

Lipper

for

Fund

Class

A

shares.

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund.

The

Fund’s

contractual

management

fee

rate

was

in

the

least

expensive

quintile

of

its

Lipper

expense

group

and

its

total

expenses

were

in

the

least

expensive

quintile

of

such

group.

The

Board

was

satisfied

with

such

comparative

fees

and

expenses.

Franklin

MicroCap

Value

Fund.

The

Fund’s

contractual

management

fee

rate

was

in

the

second-least

expensive

quintile

of

its

Lipper

expense

group

and

its

total

expenses

were

in

the

middle

quintile

of

such

group.

The

Board

was

satisfied

with

such

comparative

fees

and

expenses.

Franklin

Small

Cap

Value

Fund.

The

Fund’s

contractual

management

fee

rate

was

in

the

least

expensive

quintile

of

its

Lipper

expense

group

and

its

total

expenses

were

also

in

the

least

expensive

quintile

of

such

group.

The

Board

was

satisfied

with

such

comparative

fees

and

expenses.

The

trustees

also

reviewed

the

Profitability

Study

addressing

profitability

of

Franklin

Resources,

Inc.,

from

its

overall

U.S.

fund

business,

as

well

as

profitability

to

the

Fund’s

investment

manager

and

its

affiliates,

from

providing

investment

management

and

other

services

to

the

Fund

during

the

12-month

period

ended

September

30,

2022,

the

most

recent

fiscal

year-end

of

Franklin

Resources,

Inc.

The

trustees

reviewed

the

basis

on

which

such

reports

are

prepared

and

the

cost

allocation

methodology

utilized

in

the

Profitability

Study,

it

being

recognized

that

allocation

methodologies

may

each

be

reasonable

while

producing

different

results.

In

this

respect,

the

Board

noted

that

the

reasonableness

of

the

cost

allocation

methodologies

was

reviewed

by

independent

accountants

on

an

every

other

year

basis.

The

independent

trustees

met

with

management

to

discuss

the

Profitability

Study.

This

included,

among

other

things,

a

comparison

of

investment

management

income

with

investment

management

expenses

of

the

Fund;

comparison

of

underwriting

revenues

and

expenses;

the

relative

relationship

of

investment

management

and

underwriting

expenses;

shareholder

servicing

profitability;

economies

of

scale;

and

the

relative

contribution

of

the

Fund

to

the

profitability

of

the

investment

manager

and

its

parent.

In

discussing

the

Profitability

Study

with

the

Board,

the

investment

manager

stated

its

belief

that

the

costs

incurred

in

establishing

the

infrastructure

necessary

to

operate

the

type

of

mutual

fund

operations

conducted

by

it

and

its

affiliates

may

not

be

fully

reflected

in

the

expenses

allocated

to

the

Fund

in

determining

its

profitability.

The

Board

also

took

into

account

management’s

expenditures

in

improving

shareholder

services

provided

to

the

Fund,

as

well

as

the

need

to

meet

additional

regulatory

and

compliance

requirements.

The

trustees

also

considered

the

extent

to

which

the

investment

manager

may

derive

ancillary

benefits

from

Fund

operations,

including

those

derived

from

economies

of

scale,

discussed

below,

the

allocation

of

Fund

brokerage

and

the

use

of

commission

dollars

to

pay

for

research

and

other

similar

services.

Based

upon

their

consideration

of

all

these

factors,

the

trustees

determined

that

the

level

of

profits

realized

by

the

investment

manager

and

its

affiliates

in

providing

services

to

the

Fund

was

not

excessive

in

view

of

the

nature,

quality

and

extent

of

services

provided.

ECONOMIES

OF

SCALE.

The

Board

considered

economies

of

scale

realized

by

the

investment

manager

and

its

affiliates

as

the

Fund

grows

larger

and

the

extent

to

which

they

are

shared

with

Fund

shareholders,

as

for

example,

in

the

level

of

the

investment

management

fee

charged,

in

the

quality

and

efficiency

of

services

rendered

and

in

increased

capital

commitments

benefiting

the

Fund

directly

or

indirectly.

While

recognizing

that

any

precise

determination

is

inherently

subjective,

the

trustees

noted

that,

based

upon

the

Profitability

Study,

as

some

funds

increase

in

size,

at

some

point

economies

of

scale

may

result

in

the

investment

manager

realizing

a

larger

profit

margin

on

investment

Franklin

Value

Investors

Trust

Shareholder

Information

80

franklintempleton.com

Annual

Report

management

services

provided

to

such

a

fund.

With

respect

to

all

Funds

other

than

Franklin

MicroCap

Value

Fund,

the

trustees

also

noted

that

benefits

of

economies

of

scale

will

be

shared

with

Fund

shareholders

due

to

the

decline

in

the

effective

investment

management

fee

rate

as

breakpoints

are

achieved

by

the

Fund.

With

respect

to

Franklin

MicroCap

Value

Fund,

The

fee

structure

under

the

investment

management

agreement

for

the

Fund

provides

a

flat

fee

of

0.75%

at

all

asset

levels.

It

was

noted

the

Fund

primarily

invests

in

domestic

and

foreign

securities

that

are

believed

to

be

undervalued

with,

at

the

time

of

purchase,

the

higher

of

(1)

a

market

capitalization

of

less

than

$1

billion,

or

(2)

a

total

market

capitalization

within

the

bottom

40%

of

the

Russell

2000

Value

Index.

Management

stated

its

belief

that

such

limited

investment

options

curtail

the

potential

size

of

the

Fund,

thus

preventing

the

type

of

economies

of

scale

that

might

benefit

other

funds

from

increases

in

size

and

also

pointed

out

that

the

Fund,

whose

asset

size

was

approximately

$210

million

as

of

March

31,

2022,

had

been

closed

to

new

investors,

with

limited

exceptions,

since

January

14,

2004,

and

reopened

to

new

investors

effective

September

19,

2019.

Management

also

expressed

its

view

that

this

fee

was

relatively

low

for

this

type

of

a

fund

and

pointed

out

the

favorable

comparison

of

fees

and

expenses

within

its

Lipper

expense

group.

The

independent

trustees

acknowledged

that

management’s

explanation

provided

a

reasonable

basis

for

believing

the

existing

fee

rate

under

the

investment

management

agreement

was

fair

and

that,

in

view

of

the

Fund’s

current

modest

size,

management

was

not

benefiting

from

any

meaningful

economies

of

scale

in

its

management

of

the

Fund,

but

would

continue

to

monitor

such

matters.

With

respect

to

the

other

Funds,

the

trustees

noted

that

breakpoints

had

been

instituted

as

part

of

the

Fund’s

investment

management

fee

and

that

the

Board

regularly

evaluates

whether

additional

breakpoints

are

appropriate.

The

trustees

assessed

the

savings

to

shareholders

resulting

from

such

breakpoints

and

believed

they

were,

and

continue

to

be,

appropriate

and

they

agreed

to

continue

to

monitor

the

appropriateness

of

the

breakpoints.

The

trustees

also

considered

the

effects

an

increase

in

assets

under

management

would

have

on

the

investment

management

fee

and

expense

ratio

of

the

Fund.

To

the

extent

further

economies

of

scale

may

be

realized

by

the

investment

manager

and

its

affiliates,

the

Board

believed

the

investment

management

fees

provide

a

sharing

of

benefits

with

the

Fund

and

its

shareholders.

Liquidity

Risk

Management

Program

Each

of

the

Franklin

Templeton

and

Legg

Mason

Funds

has

adopted

and

implemented

a

written

Liquidity

Risk

Management

Program

(the

“LRMP”)

as

required

by

Rule

22e-4

under

the

Investment

Company

Act

of

1940

(the

“Liquidity

Rule”).

The

LRMP

is

designed

to

assess

and

manage

each

Fund’s

liquidity

risk,

which

is

defined

as

the

risk

that

the

Fund

could

not

meet

requests

to

redeem

shares

issued

by

the

Fund

without

significant

dilution

of

remaining

investors’

interests

in

the

Fund.

In

accordance

with

the

Liquidity

Rule,

the

LRMP

includes

policies

and

procedures

that

provide

for:

(1)

assessment,

management,

and

review

(no

less

frequently

than

annually)

of

each

Fund’s

liquidity

risk;

(2)

classification

of

each

Fund’s

portfolio

holdings

into

one

of

four

liquidity

categories

(Highly

Liquid,

Moderately

Liquid,

Less

Liquid,

and

Illiquid);

(3)

for

Funds

that

do

not

primarily

hold

assets

that

are

Highly

Liquid,

establishing

and

maintaining

a

minimum

percentage

of

the

Fund’s

net

assets

in

Highly

Liquid

investments

(called

a

“Highly

Liquid

Investment

Minimum”

or

“HLIM”);

and

(4)

prohibiting

the

Fund’s

acquisition

of

Illiquid

investments

that

would

result

in

the

Fund

holding

more

than

15%

of

its

net

assets

in

Illiquid

assets.

The

LRMP

also

requires

reporting

to

the

Securities

and

Exchange

Commission

(“SEC”)

(on

a

non-public

basis)

and

to

the

Board

if

the

Fund’s

holdings

of

Illiquid

assets

exceed

15%

of

the

Fund’s

net

assets.

Funds

with

HLIMs

must

have

procedures

for

addressing

HLIM

shortfalls,

including

reporting

to

the

Board

and,

with

respect

to

HLIM

shortfalls

lasting

more

than

seven

consecutive

calendar

days,

reporting

to

the

SEC

(on

a

non-public

basis).

The

Director

of

Liquidity

Risk

within

the

Investment

Risk

Management

Group

(the

“IRMG”)

is

the

appointed

Administrator

of

the

LRMP.

The

IRMG

maintains

the

Investment

Liquidity

Committee

(the

“ILC”)

to

provide

oversight

and

administration

of

policies

and

procedures

governing

liquidity

risk

management

for

Franklin

Templeton

and

Legg

Mason

products

and

portfolios.

The

ILC

includes

representatives

from

Franklin

Templeton’s

Risk,

Trading,

Global

Compliance,

Legal,

Investment

Compliance,

Investment

Operations,

Valuation

Committee,

Product

Management

and

Global

Product

Strategy.

In

assessing

and

managing

each

Fund’s

liquidity

risk,

the

ILC

considers,

as

relevant,

a

variety

of

factors,

including

the

Fund’s

investment

strategy

and

the

liquidity

of

its

portfolio

investments

during

both

normal

and

reasonably

foreseeable

stressed

conditions;

its

short

and

long-term

cash

flow

projections;

and

its

cash

holdings

and

access

to

other

funding

sources

including

the

Funds’

interfund

lending

facility

and

line

of

credit.

Classification

of

the

Fund’s

portfolio

holdings

in

the

four

liquidity

categories

is

based

on

the

Franklin

Value

Investors

Trust

Shareholder

Information

81

franklintempleton.com

Annual

Report

number

of

days

it

is

reasonably

expected

to

take

to

convert

the

investment

to

cash

(for

Highly

Liquid

and

Moderately

Liquid

holdings)

or

sell

or

dispose

of

the

investment

(for

Less

Liquid

and

Illiquid

investments),

in

current

market

conditions

without

significantly

changing

the

investment’s

market

value.

Each

Fund

primarily

holds

liquid

assets

that

are

defined

under

the

Liquidity

Rule

as

"Highly

Liquid

Investments,"

and

therefore

is

not

required

to

establish

an

HLIM.

Highly

Liquid

Investments

are

defined

as

cash

and

any

investment

reasonably

expected

to

be

convertible

to

cash

in

current

market

conditions

in

three

business

days

or

less

without

the

conversion

to

cash

significantly

changing

the

market

value

of

the

investment.

At

meetings

of

the

Funds’

Board

of

Trustees

held

in

May

2022,

the

Program

Administrator

provided

a

written

report

to

the

Board

addressing

the

adequacy

and

effectiveness

of

the

program

for

the

year

ended

December

31,

2021.

The

Program

Administrator

report

concluded

that

(i.)

the

LRMP,

as

adopted

and

implemented,

remains

reasonably

designed

to

assess

and

manage

each

Fund’s

liquidity

risk;

(ii.)

the

LRMP,

including

the

Highly

Liquid

Investment

Minimum

(“HLIM”)

where

applicable,

was

implemented

and

operated

effectively

to

achieve

the

goal

of

assessing

and

managing

each

Fund’s

liquidity

risk;

and

(iii.)

each

Fund

was

able

to

meet

requests

for

redemption

without

significant

dilution

of

remaining

investors’

interests

in

the

Fund.

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,

300

S.E.

2nd

Street,

Fort

Lauderdale,

FL

33301,

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

Schedule

of

Investments

The

Trust

files

a

complete

schedule

of

investments

with

the

U.S.

Securities

and

Exchange

Commission

for

the

first

and

third

quarters

for

each

fiscal

year

as

an

exhibit

to

its

report

on

Form

N-PORT.

Shareholders

may

view

the

filed

Form

N-PORT

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.

Householding

of

Reports

and

Prospectuses

You

will

receive,

or

receive

notice

of

the

availability

of,

each

Fund’s

financial

reports

every

six

months.

In

addition,

you

will

receive

an

annual

updated

summary

prospectus

(detail

prospectus

available

upon

request).

To

reduce

Fund

expenses,

we

try

to

identify

related

shareholders

in

a

household

and

send

only

one

copy

of

the

financial

reports

(to

the

extent

received

by

mail)

and

summary

prospectus.

This

process,

called

“householding,”

will

continue

indefinitely

unless

you

instruct

us

otherwise.

If

you

prefer

not

to

have

these

documents

householded,

please

call

us

at

(800)

632-2301.

At

any

time

you

may

view

current

prospectuses/

summary

prospectuses

and

financial

reports

on

our

website.

If

you

choose,

you

may

receive

these

documents

through

electronic

delivery.

FVIT

A

12/22

©

2022

Franklin

Templeton

Investments.

All

rights

reserved.

Authorized

for

distribution

only

when

accompanied

or

preceded

by

a

summary

prospectus

and/or

prospectus.

Investors

should

carefully

consider

a

fund’s

investment

goals,

risks,

charges

and

expenses

before

investing.

A

prospectus

contains

this

and

other

information;

please

read

it

carefully

before

investing.

To

help

ensure

we

provide

you

with

quality

service,

all

calls

to

and

from

our

service

areas

are

monitored

and/or

recorded.

Annual

Report

and

Shareholder

Letter

Franklin

Value

Investors

Trust

Investment

Manager

Distributor

Shareholder

Services

Franklin

Mutual

Advisers,

LLC

Franklin

Distributors,

LLC

(800)

DIAL

BEN

®

/

342-5236

franklintempleton.com

(800)

632-2301

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 13(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 experts are Ann Torre Bates and David W. Niemiec and they are "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 $86,743 for the fiscal year ended October 31, 2022 and $86,974 for the fiscal year ended October 31, 2021.

(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 $266 for the fiscal year ended October 31, 2022 and $188 for the fiscal year ended October 31, 2021. The services for which these fees were paid included identifying passive foreign investment companies to manage exposure to tax liabilities.

There were no 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.

(d)      All Other Fees

The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant, other than the services reported in paragraphs (a)-(c) of Item 4 were $4,000 for the fiscal year ended October 31, 2022 and $0 for the fiscal year ended October 31, 2021. The services for which these fees were paid included professional services rendered by the principal accountant to the registrant in connection with the post-effective amendment to the registration statement.

There were no 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 the services reported in paragraphs (a)-(c) of Item 4.

(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 $4,266 for the fiscal year ended October 31, 2022 and $188 for the fiscal year ended October 31, 2021.

(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.

(i) N/A

(j) N/A

Item 5.  Audit Committee

 of Listed Registrants. N/A

Item 6.  Schedule of Investments. N/A

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

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

Item 9.  Purchases of Equity Securities by Closed-End Management Investment Company and

Affiliated Purchasers. N/A

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

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of 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 provide reasonable assurance that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant’s management, including the Registrant’s principal executive officer and the Registrant’s principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based on such evaluation, the Registrant’s principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures are effective.

(b)

 Changes in Internal Controls. There have been no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect the internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Company.           N/A

Item 13. Exhibits.

(a)(1) Code of Ethics

codeofethics

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Christopher Kings, Chief Financial Officer, Chief Accounting Officer and Treasurer

section302

(a)(2)(1) There were no written solicitations to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons.

(a)(2)(2) There was no change in the Registrant’s independent public accountant during the period covered by the report.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Christopher Kings, Chief Financial Officer, Chief Accounting Officer and Treasurer

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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 VALUE INVESTORS TRUST

By S\MATTHEW T. HINKLE______________________

Matthew T. Hinkle

      Chief Executive Officer - Finance and Administration

Date  December 22, 2022

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\MATTHEW T. HINKLE______________________

Matthew T. Hinkle

      Chief Executive Officer - Finance and Administration

Date  December 22, 2022

By S\CHRISTOPHER KINGS______________________

      Christopher Kings

      Chief Financial Officer, Chief Accounting Officer and Treasurer

Date  December 22, 2022