Franklin Value Investors Trust N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-CSRS

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-05878

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: 4/30/23

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

.

SEMIANNUAL

REPORT

AND

SHAREHOLDER

LETTER

Franklin

Value

Investors

Trust

April

30,

2023

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

Semiannual

Report

1

SHAREHOLDER

LETTER

Dear

Franklin

Fund

Shareholder:

The

past

six

months

were

eventful

and

volatile.

Continued

inflation,

hawkish

central

banks,

supply-chain

reinforcement,

the

war

in

Ukraine

and

concerns

over

economic

growth

remained

a

part

of

the

economic

landscape,

joined

by

new

elements,

such

as

turbulence

within

the

banking

industry.

However,

many

economic

indicators

remained

strong

during

the

period,

with

low

unemployment

and

a

tight

labor

market

supporting

consumer

spending.

Better-than-expected

first-quarter

2023

earnings

reports

also

worked

to

support

investor

sentiment

toward

the

end

of

the

six

months.

Although

the

year-over-year

growth

rate

of

price

increases

is

slowly

moderating,

inflation

remained

above

central

bank

targets

during

the

period.

In

response,

several

of

the

world’s

central

banks

continued

to

raise

rates,

including

the

U.S.

Federal

Reserve

(Fed),

the

European

Central

Bank

(ECB)

and

the

Bank

of

England

(BoE).

The

Bank

of

Japan

(BOJ)

increased

the

band

around

the

yield

target

on

its

10-year

government

bond.

Near

the

end

of

the

six

months,

the

Fed

indicated

it

might

slow

the

pace

of

its

rate

hikes,

lifting

investor

sentiment

in

the

wake

of

turbulence

brought

on

by

the

banking

industry.

The

banking

industry

stumbled

in

March

2023

when

a

number

of

mid-sized

U.S.

banks

collapsed,

and

a

Swiss

bank

was

forced

into

a

merger.

However,

quick

intervention

by

authorities

worked

to

calm

fears

and

prevent

a

widespread

bank

run.

We

continue

to

keep

an

eye

out

for

future

banking

industry

issues.

The

additional

stress

from

the

near

crisis

has

amplified

risk

aversion

across

the

capital

markets,

in

our

opinion.

Along

with

tighter

lending

standards,

we

think

this

might

work

to

increase

the

likelihood

of

a

recession.

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

small-cap

companies

in

the

Russell

2000

®

Value

Index

are

near

20-year

lows.

After

experiencing

supply-chain

shocks

caused

by

multiple

factors,

companies

are

investing

capital

to

diversify

their

manufacturing

operations

and

component

sourcing.

Some

of

this

new

fabrication

capacity

is

being

added

in

the

U.S.,

while

some

factories

will

be

added

in

locations

such

as

Mexico,

Indonesia

and

Vietnam.

Recent

U.S.

legislation

such

as

the

CHIPS

and

Science

Act

and

the

Infrastructure

Investment

and

Jobs

Act

incentivize

U.S.

reshoring

initiatives.

In

the

near

term,

we

anticipate

this

increased

construction

and

manufacturing

activity

will

help

offset

some

of

the

economic

cooling

caused

by

tighter

lending

standards.

In

the

longer

term,

we

think

increased

manufacturing

capacity

and

diversification

of

supply

sourcing

will

reduce

the

likelihood

of

future

supply

shocks.

Even

though

the

initial

shock

of

Russia’s

invasion

of

Ukraine

has

receded,

the

conflict

continues

to

affect

markets

by

stoking

inflationary

pressure

and

causing

many

European

countries

and

companies

to

explore

alternate

ways

to

fulfill

their

need

for

energy.

Thankfully,

European

energy

security

became

less

of

an

issue

near

the

end

of

2022.

A

warmer-

than-expected

winter

and

government

subsidies

combined

to

avert

the

energy

crunch

that

had

been

feared.

Not

all

progress

is

a

steady

march

forward.

In

the

near

term,

market

activity

will

likely

be

influenced

by

central

bank

activity,

geopolitical

events,

inflation

concerns,

supply-

chain

redevelopment

and

financial

institution

stability.

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.

franklintempleton.com

Semiannual

Report

2

Sincerely,

Christian

Correa,

CFA

President

and

Chief

Investment

Officer

Franklin

Value

Investors

Trust

This

letter

reflects

our

analysis

and

opinions

as

of

April

30,

2023,

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

Semiannual

Report

3

Economic

and

Market

Overview

4

Franklin

MicroCap

Value

Fund

5

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

10

Franklin

Small

Cap

Value

Fund

15

Financial

Highlights

and

Schedules

of

Investments

21

Financial

Statements

45

Notes

to

Financial

Statements

50

Shareholder

Information

65

Visit

franklintempleton.com

for

fund

updates,

to

access

your

account,

or

to

find

helpful

financial

planning

tools.

Contents

Semiannual

Report

4

franklintempleton.com

Semiannual

Report

SEMIANNUAL

REPORT

Economic

and

Market

Overview

U.S.

equities,

as

measured

by

the

Standard

&

Poor’s

®

500

Index

(S&P

500

®

),

posted

a

+8.63%

total

return

for

the

six

months

ended

April

30,

2023

1

.

Despite

continued

challenges

from

elevated

inflation,

higher

interest

rates

and

the

failure

of

several

U.S.

banks

in

March

2023,

stocks,

led

by

the

information

technology

sector,

gained

amid

signs

of

resilience

in

the

U.S.

economy.

U.S.

gross

domestic

product

growth

slowed

in

2023’s

first

quarter

as

the

pace

of

business

investment

eased,

inventories

declined,

and

the

housing

market

weakened.

Although

consumer

spending

continued

to

rise,

deteriorating

financial

conditions

kept

consumer

sentiment

at

historically

low

levels.

Meanwhile,

inflation,

which

remained

heightened

relative

to

recent

decades,

showed

signs

of

easing.

The

annual

inflation

rate,

as

measured

by

the

Consumer

Price

Index,

eased

to

5%

in

March

2023,

the

lowest

rate

since

May

2021,

as

energy

costs

declined

sharply,

used

car

prices

fell

and

food

prices

grew

at

a

slower

rate.

The

U.S.

unemployment

rate

remained

at

historically

low

levels

during

the

period,

briefly

hitting

a

54-year

low

of

3.4%

in

January

2023

before

rising

marginally

to

3.5%

in

March

2023.

Wage

growth

eased

toward

the

end

of

the

period,

raising

market

expectations

that

the

Fed

would

slow

its

rate

of

interest-rate

increases.

Rising

interest

rates

translated

to

higher

borrowing

costs

for

individuals

and

businesses,

which

discouraged

some

economic

activity.

Despite

interest-rate

increases,

bank

failures

contributed

to

lower

mortgage

rates

toward

the

end

of

the

period.

In

an

effort

to

control

inflation,

the

Fed

raised

the

federal

funds

target

rate

four

times

during

the

period

to

end

at

a

range

of

4.75%–5.00%.

The

Fed

stepped

down

the

pace

of

its

interest-rate

hikes

from

75

basis

points

(bps)

at

its

November

2022

meeting

to

50

bps

in

December

2022,

followed

by

25-bp

increases

in

February

and

March

2023.

At

its

March

2023

meeting,

the

Fed

said

it

would

continue

to

reduce

bond

holdings,

but

it

departed

from

previous

statements

by

softening

its

firm

outlook

on

future

rate

hikes.

Additionally,

Fed

Chair

Jerome

Powell

said

the

central

bank

most

likely

would

not

cut

rates

in

2023.

The

foregoing

information

reflects

our

analysis

and

opinions

as

of

April

30,

2023.

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.

5

franklintempleton.com

Semiannual

Report

Franklin

MicroCap

Value

Fund

This

semiannual

report

for

Franklin

MicroCap

Value

Fund

covers

the

period

ended

April

30,

2023.

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

-3.68%

cumulative

total

return

for

the

six

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

-6.72%

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.

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

six-month

period

ended

April

30,

2023,

stock

selection

in

industrials,

health

care

and

energy

contributed

to

relative

performance.

Conversely,

stock

selection

in

financials

and

materials,

as

well

as

stock

selection

and

an

underweight

in

utilities,

curbed

relative

returns.

Individual

contributors

included

Harrow

Health,

Preformed

Line

Products

and

LSI

Industries.

Portfolio

Composition

4/30/23

%

of

Total

Net

Assets

Banks

17.8%

Machinery

10.5%

Health

Care

Equipment

&

Supplies

5.4%

Textiles,

Apparel

&

Luxury

Goods

4.5%

Hotels,

Restaurants

&

Leisure

4.4%

Energy

Equipment

&

Services

4.4%

Construction

&

Engineering

4.3%

Electrical

Equipment

4.1%

Diversified

REITs

3.2%

Electronic

Equipment,

Instruments

&

Components

2.9%

Insurance

2.7%

Specialty

Retail

2.7%

Professional

Services

2.6%

Pharmaceuticals

2.5%

Other*

25.6%

Short-Term

Investments

&

Other

Net

Assets

2.4%

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

24

.

Franklin

MicroCap

Value

Fund

6

franklintempleton.com

Semiannual

Report

Eyecare

pharmaceutical

company

Harrow

Health

bolstered

relative

returns

during

the

period.

In

its

latest

quarterly

update,

the

company

said

it

expected

its

gross

margin

to

rise

above

2021

levels

in

2023,

now

that

it

has

sold

its

non-ophthalmic

unit

and

as

supply-chain

constraints

ease.

Harrow

Health

also

reaffirmed

its

2023

guidance.

Preformed

Line

Systems,

which

makes

products

used

in

the

construction

and

maintenance

of

overhead,

ground-

mounted,

and

underground

networks

for

the

energy,

telecommunication,

and

cable

operator

industries,

supported

relative

results.

Its

2022

earnings

report

was

strong,

with

growth

across

most

of

its

regions,

and

the

company

said

that

price

increases

announced

over

the

past

two

years

have

helped

offset

raw

materials

and

transportation

cost

inflation.

The

company

also

continues

to

invest

in

its

facilities

to

increase

capacity

and

to

look

for

ways

to

grow

inorganically.

LSI

Industries

contributed

to

relative

results

over

the

six-

month

period.

The

company’s

latest

quarterly

financial

results

were

strong,

on

robust

revenue

growth

in

its

lighting

segment.

LSI

also

said

it

booked

a

major

order

from

an

auto

components

company

that

should

further

support

that

area

of

its

business,

and

ongoing

strength

in

its

overall

business

should

help

minimize

any

impact

a

slowing

economy

may

have

over

the

remainder

of

the

year.

Detractors

included

Investar

Holdings,

Premier

Financial

and

Peapack-Gladstone

Financial.

The

Funds’s

bank

stocks

were

the

main

detractors

from

relative

returns

during

the

quarter.

Among

them,

Investar

Holdings,

a

commercial

bank

focused

on

South

Louisiana,

curbed

relative

results

as

the

run

on

deposits

at

a

larger

bank

spooked

investors

across

the

banking

system.

Additionally,

the

bank

reported

a

decline

in

its

net

interest

margin

for

the

fourth

quarter,

as

funding

costs

increased

more

than

the

increase

on

the

yield

of

its

interest-earning

assets.

Meanwhile,

Investar

saw

a

rise

in

deposits

in

the

fourth

quarter

and

an

improvement

in

credit

quality.

Premier

Financial,

another

bank,

also

curbed

relative

results

amid

declining

deposit

balances

in

the

first

quarter.

In

its

quarterly

earnings

release,

the

bank

noted

deposit

withdrawals

and

saw

its

net

income

margin

decline

as

it

had

to

offer

higher

deposit

rates.

The

bank

is

also

constraining

its

residential

real

estate

lending,

given

the

economic

uncertainties.

Peapack-Gladstone

Financial

was

a

detractor.

The

company

reported

that

its

net

interest

margin

contracted

in

the

first

quarter,

as

clients

moved

money

from

noninterest

bearing

accounts

into

higher

yielding

deposit

accounts.

Loan

growth

was

solid,

but

the

bank

expects

growth

to

subside

given

the

economic

uncertainty

and

higher

interest

rates.

Nonetheless,

the

bank

appears

to

be

dealing

well

with

the

current

market

environment,

in

our

view. 

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

April

30,

2023,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Top

10

Holdings

4/30/23

Company

Industry

,

Country

%

of

Total

Net

Assets

a

a

Harrow

Health,

Inc.

2.5%

Pharmaceuticals,

United

States

Preformed

Line

Products

Co.

2.4%

Electrical

Equipment,

United

States

Miller

Industries,

Inc.

2.3%

Machinery,

United

States

Sterling

Infrastructure,

Inc.

2.2%

Construction

&

Engineering,

United

States

Utah

Medical

Products,

Inc.

1.8%

Health

Care

Equipment

&

Supplies,

United

States

VAALCO

Energy,

Inc.

1.8%

Oil,

Gas

&

Consumable

Fuels,

United

States

Daktronics,

Inc.

1.8%

Electronic

Equipment,

Instruments

&

Components,

United

States

Helix

Energy

Solutions

Group,

Inc.

1.7%

Energy

Equipment

&

Services,

United

States

CTO

Realty

Growth,

Inc.

1.7%

Diversified

REITs,

United

States

Northeast

Bank

1.7%

Banks,

United

States

Performance

Summary

as

of

April

30,

2023

Franklin

MicroCap

Value

Fund

7

franklintempleton.com

Semiannual

Report

The

performance

table

does

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

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

4/30/23

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

6-Month

-3.68%

-8.96%

1-Year

+1.98%

-3.64%

5-Year

+24.87%

+3.37%

10-Year

+83.01%

+5.63%

Advisor

6-Month

-3.57%

-3.57%

1-Year

+2.21%

+2.21%

5-Year

+26.40%

+4.80%

10-Year

+87.48%

+6.49%

See

page

8

for

Performance

Summary

footnotes.

Franklin

MicroCap

Value

Fund

Performance

Summary

8

franklintempleton.com

Semiannual

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.

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.

1.

Gross

expenses

are

the

fund’s

total

annual

operating

expenses

as

of

the

Fund's

prospectus

available

at

the

time

of

publication.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

Net

expenses

reflect

contractual

fee

waivers,

expense

caps

and/or

reimbursements,

which

cannot

be

terminated

prior

to

2/29/2024

without

Board

consent.

Additional

amounts

may

be

voluntarily

waived

and/or

reimbursed

and

may

be

modified

or

discontinued

at

any

time

without

notice.

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.

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

(11/1/22–4/30/23)

Share

Class

Net

Investment

Income

Short-Term

Capital

Gain

Long-Term

Capital

Gain

Total

A

$0.0851

$0.0478

$1.4886

$1.6215

R6

$0.1791

$0.0478

$1.4886

$1.7155

Advisor

$0.1556

$0.0478

$1.4886

$1.6920

Total

Annual

Operating

Expenses

5

Share

Class

With

Fee

Waiver

Without

Fee

Waiver

A

1.24%

1.26%

Advisor

0.99%

1.01%

Your

Fund’s

Expenses

Franklin

MicroCap

Value

Fund

9

franklintempleton.com

Semiannual

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

181/365

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

11/1/22

Ending

Account

Value

4/30/23

Expenses

Paid

During

Period

11/1/22–4/30/23

1,2

Ending

Account

Value

4/30/23

Expenses

Paid

During

Period

11/1/22–4/30/23

1,2

a

Net

Annualized

Expense

Ratio

2

A

$1,000

$963.20

$5.89

$1,018.80

$6.06

1.21%

R6

$1,000

$964.80

$4.28

$1,020.44

$4.40

0.88%

Advisor

$1,000

$964.30

$4.68

$1,020.03

$4.81

0.96%

10

franklintempleton.com

Semiannual

Report

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Formerly,

Franklin

Mutual

U.S.

Value

Fund

This

semiannual

report

for

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

covers

the

period

ended

April

30,

2023.

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

1

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

+2.85%

cumulative

total

return

for

the

six

months

under

review.

In

comparison,

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

+2.26%

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

12

.

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.

*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

six-month

period

ended

April

30,

2023,

stock

selection

in

the

consumer

discretionary

and

financials

sectors,

along

with

stock

selection

and

an

overweight

in

industrials,

contributed

to

relative

results.

Stock

selection

in

health

care,

real

estate

and

utilities

curbed

relative

returns.

Individual

contributors

included

DR

Horton,

Tapestry

and

Univar

Solutions.

U.S.

homebuilder

DR

Horton

contributed

to

relative

performance,

following

a

strong

earnings

report

in

April.

The

company’s

fiscal

second-quarter

earnings

beat

Wall

Street

forecasts

on

higher-than-expected

closings,

with

orders

down

a

modest

5%

despite

the

higher

mortgage

rate

environment.

With

the

housing

market

looking

to

be

more

stable,

DR

Horton

expects

margins

to

remain

steady

in

the

Portfolio

Composition

4/30/23

%

of

Total

Net

Assets

Professional

Services

5.8%

Electric

Utilities

5.4%

Health

Care

Providers

&

Services

5.1%

Insurance

5.1%

Financial

Services

4.4%

Chemicals

4.4%

Banks

4.1%

Aerospace

&

Defense

4.0%

Energy

Equipment

&

Services

3.5%

Food

Products

3.5%

Real

Estate

Management

&

Development

3.4%

Trading

Companies

&

Distributors

3.2%

Automobile

Components

2.5%

Oil,

Gas

&

Consumable

Fuels

2.3%

Other*

35.3%

Short-Term

Investments

&

Other

Net

Assets

8.0%

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

33

.

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

11

franklintempleton.com

Semiannual

Report

21%─22%

range

for

the

fiscal

third

quarter

of

2023.

Tapestry,

a

U.S.-based

owner

of

the

Coach

and

Kate

Spade

brands,

contributed

to

relative

performance

following

robust

recent

quarterly

earnings

and

despite

the

challenging

global

economy.

The

company

also

continued

to

buy

back

shares.

We

believe

the

company

is

one

of

the

better

names

to

provide

exposure

to

an

apparel

recovery

and

China

reopening.

Moreover,

Tapestry

has

a

strong

balance

sheet,

is

cash

generative,

and

has

a

high

and

durable

margin.

Univar,

a

chemical

distribution

company,

outperformed

during

the

period

following

better-than-expected

third-quarter

results. In

addition,

its

shares

were

bid

higher

due

to

the

company’s

announcement

that

it

will

repurchase

$1

billion

of

stock

through

2025

and

plan

to

initiate

a

dividend

in

2023.

Lastly,

later

in

the

reporting

period,

Univar

received

a

buyout

offer

from

a

private-equity

firm.

Detractors

included

SVB

Financial

Group

(not

held

at

period-

end),

Citizens

Financial

Group

and

Vornado

Realty

Trust.

SVB

Financial,

a

U.S.-based

bank,

detracted

from

relative

returns.

The

bank

suffered

from

a

rapid

run

on

its

deposits

in

March

in

the

wake

of

its

attempt

to

raise

capital

following

losses

on

the

sale

of

its

U.S.

Treasuries

portfolio.

We

eliminated

the

position

prior

to

it

being

seized

by

the

regulators;

nevertheless

it

was

a

big

drag

on

performance

during

the

period.

Citizens

Financial

Group,

a

U.S.-based

bank,

detracted

from

relative

results

following

the

collapse

of

SVB

Financial

and

resulting

stresses

in

the

broader

banking

system.

The

bank

has

been

focused

on

managing

both

its

balance

sheet

and

interest-rate

exposure

in

an

uncertain

macroeconomic

environment

and ended

2022

with

a

strong

credit

and

capital

position. Citizens

saw

higher

deposit

costs

in

the

first

quarter,

and

some

deposit

outflows,

but

the

company

is

increasing

its

balance

sheet

flexibility

to

deal

with

the

more

uncertain

environment.

Vornado

Realty

Trust,

an

office

real

estate

investment

trust,

curbed

relative

returns

during

the

period.

In

its

fourth-quarter

earnings

release,

the

company

warned

that

the

outlook

for

leasing

remained

difficult.

The

company

also

faces

challenges

as

people

continue

to

work

from

home,

interest

rates

increase

and

recession

concerns

mount

following

recent

bank

failures.

Thank

you

for

your

participation

in

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Grace

Hoefig

Lead

Portfolio

Manager

Srini

Vijay,

CFA

Stephen

Shunk,

CFA

Portfolio

Management

Team

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

April

30,

2023,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Top

10

Holdings

4/30/23

Company

Industry

,

Country

%

of

Total

Net

Assets

a

a

Kraft

Heinz

Co.

(The)

3.5%

Food

Products,

United

States

CBRE

Group,

Inc.

2.7%

Real

Estate

Management

&

Development,

United

States

KBR,

Inc.

2.3%

Professional

Services,

United

States

Williams

Cos.,

Inc.

(The)

2.3%

Oil,

Gas

&

Consumable

Fuels,

United

States

Brixmor

Property

Group,

Inc.

2.3%

Retail

REITs,

United

States

Flex

Ltd.

2.3%

Electronic

Equipment,

Instruments

&

Components,

United

States

DR

Horton,

Inc.

2.2%

Household

Durables,

United

States

Entergy

Corp.

2.2%

Electric

Utilities,

United

States

Voya

Financial,

Inc.

2.2%

Financial

Services,

United

States

eBay,

Inc.

2.1%

Broadline

Retail,

United

States

Performance

Summary

as

of

April

30,

2023

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

12

franklintempleton.com

Semiannual

Report

The

performance

table

does

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

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

4/30/23

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

6-Month

+2.85%

-2.80%

1-Year

-1.50%

-6.91%

5-Year

+28.85%

+4.02%

10-Year

+88.18%

+5.92%

Advisor

6-Month

+2.99%

+2.99%

1-Year

-1.25%

-1.25%

5-Year

+30.45%

+5.46%

10-Year

+92.95%

+6.79%

See

page

13

for

Performance

Summary

footnotes.

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Performance

Summary

13

franklintempleton.com

Semiannual

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.

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.

1.

Gross

expenses

are

the

fund’s

total

annual

operating

expenses

as

of

the

Fund's

prospectus

available

at

the

time

of

publication.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

Net

expenses

reflect

contractual

fee

waivers,

expense

caps

and/or

reimbursements,

which

cannot

be

terminated

prior

to

2/29/2024

without

Board

consent.

Additional

amounts

may

be

voluntarily

waived

and/or

reimbursed

and

may

be

modified

or

discontinued

at

any

time

without

notice.

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.

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

(11/1/22–4/30/23)

Share

Class

Net

Investment

Income

Long-Term

Capital

Gain

Total

A

$0.3267

$1.0752

$1.4019

C

$0.0535

$1.0752

$1.1287

R

$0.2454

$1.0752

$1.3206

R6

$0.4459

$1.0752

$1.5211

Advisor

$0.4082

$1.0752

$1.4834

Total

Annual

Operating

Expenses

5

Share

Class

With

Fee

Waiver

Without

Fee

Waiver

A

0.91%

0.92%

Advisor

0.66%

0.67%

Your

Fund’s

Expenses

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

14

franklintempleton.com

Semiannual

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

181/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expen

se

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

11/1/22

Ending

Account

Value

4/30/23

Expenses

Paid

During

Period

11/1/22–4/30/23

1,2

Ending

Account

Value

4/30/23

Expenses

Paid

During

Period

11/1/22–4/30/23

1,2

a

Net

Annualized

Expense

Ratio

2

A

$1,000

$1,028.50

$4.49

$1,020.37

$4.47

0.89%

C

$1,000

$1,024.60

$8.24

$1,016.65

$8.21

1.64%

R

$1,000

$1,027.40

$5.75

$1,019.13

$5.72

1.14%

R6

$1,000

$1,030.50

$2.76

$1,022.08

$2.74

0.55%

Advisor

$1,000

$1,029.90

$3.24

$1,021.61

$3.22

0.64%

15

franklintempleton.com

Semiannual

Report

Franklin

Small

Cap

Value

Fund

This

semiannual

report

for

Franklin

Small

Cap

Value

Fund

covers

the

period

ended

April

30,

2023.

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

+0.29%

cumulative

total

return

for

the

six

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

-6.72%

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

18

.

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

4/30/23

%

of

Total

Net

Assets

Banks

11.1%

Oil,

Gas

&

Consumable

Fuels

6.5%

Hotels,

Restaurants

&

Leisure

6.4%

Insurance

5.8%

Building

Products

5.4%

Health

Care

Equipment

&

Supplies

4.7%

Chemicals

4.7%

Electronic

Equipment,

Instruments

&

Components

4.7%

Food

Products

4.5%

Software

3.9%

Metals

&

Mining

3.8%

Trading

Companies

&

Distributors

3.8%

Semiconductors

&

Semiconductor

Equipment

2.7%

Construction

&

Engineering

2.4%

Other*

25.1%

Short-Term

Investments

&

Other

Net

Assets

4.5%

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

41

.

Franklin

Small

Cap

Value

Fund

16

franklintempleton.com

Semiannual

Report

Manager’s

Discussion

During

the

six-month

period

ended

April

30,

2023,

security

selection

in

the

health

care,

industrials

and

energy

sectors

contributed

to

relative

results.

An

underweight

in

utilities,

stock

selection

in

financials

and

an

underweight

in

real

estate

curbed

returns

on

a

relative

basis.

Among

the

Fund’s

largest

contributors

were

Integer

Holdings,

Glanbia

and

Univar

Solutions

(not

held

at

period-

end).

Integer

Holdings,

a

medical

device

contract

development

and

manufacturing

company,

contributed

during

the

period

due

to

an

increase

in

demand

for

medical

devices

and

supplies,

driven

by

an

improvement

in

procedure

volumes.

Also,

the

supply-chain

issues

faced

in

the

third

quarter

of

2022

improved

sequentially

during

this

six-month

period.

Together,

higher

demand

and

improvement

in

the

supply

chain

resulted

in

stronger-than-expected

earnings

results.

Integer

also

issued

a

low

coupon

convertible

bond

and

used

the

proceeds

to

retire

a

higher

interest-bearing

term

loan,

which

reduces

the

overall

interest

burden

with

limited

impact

from

potential

equity

dilution.

Glanbia,

an

international

consumer

foods

and

nutritional

products

company,

contributed

to

results

during

the

period

after

reporting

better-than-expected

earnings

and

announcing

the

divestiture

of

a

joint

venture

at

an

attractive

valuation

as

it

takes

steps

to

simplify

its

business.

The

company’s

initial

fiscal

2023

guidance

also

suggested

margins

should

expand

as

it

laps

significant

raw

material

inflation

in

its

key

inputs.

We

remain

positive

on

the

company’s

growth

prospects

in

the

growing

sports

nutrition

space,

and

on

the

margin

recapture

opportunity.

Univar,

a

chemical

distribution

company,

outperformed

during

the

period

following

better-than-expected

third-quarter

results.

In

addition,

its

shares

were

bid

higher

due

to

the

company’s

announcement

that

it

will

repurchase

$1

billion

of

stock

through

2025

and

plan

to

initiate

a

dividend

in

2023. 

Lastly,

later

in

the

reporting

period,

Univar

received

a

buyout

offer

from

a

private-equity

firm.

The

Fund’s

most

significant

detractors

included

Columbia

Banking

System,

NetScout

Systems

and

Hanover

Insurance

Group.

Columbia

Banking

System,

a

regional

bank

with

a

footprint

in

the

western

United

States,

detracted

from

performance

during

the

period

as

several

mid-sized

banks

failed

due

to

deposit

runs,

which

heightened

investor

concerns

regarding

banking

sector

capital

and

liquidity.

Following

the

bank’s

acquisition

of

Umpqua

at

the

beginning

of

March,

Columbia

is

navigating

the

Umpqua

systems

conversions

and

integration

amid

the

fallout

from

the

bank

failures,

which

could

increase

the

risk

of

customer

attrition

in

the

near

term.

Columbia

and

Umpqua

did

not

have

significant

industry

deposit

concentrations

or

outsized

uninsured

deposit

funding

levels

relative

to

peers.

However,

mid-sized

commercial

banks

like

Columbia

may

see

accelerating

deposit

outflows

given

increased

deposit

rate

competition

and

depositor

security

concerns,

which

may

put

additional

pressure

on

net

interest

income

outlooks.

NetScout

Systems

is

a

provider

of

real

time

operational

intelligence

and

performance

analytics

for

optimizing

network

performance.

While

revenues

in

the

core

service

provider

business

have

stabilized,

revenues

in

the

newer

security

business

have

declined

recently.

The

Hanover

Group,

a

property

and

casualty

insurer,

declined

during

the

period

as

results

were

negatively

impacted

by

both

significantly

elevated

natural

catastrophe

losses,

as

well

as

the

impact

of

rising

inflationary

trends

on

loss

costs.

While

rising

loss

severity

trends

driven

by

elevated

inflation

have

put

pressure

on

insurance

claim

payouts,

pricing

trends

have

accelerated,

reflecting

industry

discipline,

with

rate

increases

expected

to

mitigate

the

impact

of

higher

loss

severity

over

time,

resulting

in

improving

results.

Thank

you

for

your

participation

in

Franklin

Small

Cap

Value

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Top

10

Holdings

4/30/23

Company

Industry

,

Country

%

of

Total

Net

Assets

a

a

ACI

Worldwide,

Inc.

3.9%

Software,

United

States

Crescent

Point

Energy

Corp.

3.8%

Oil,

Gas

&

Consumable

Fuels,

Canada

Glanbia

plc

3.0%

Food

Products,

Ireland

UFP

Industries,

Inc.

2.9%

Building

Products,

United

States

Hanover

Insurance

Group,

Inc.

(The)

2.8%

Insurance,

United

States

Green

Plains,

Inc.

2.7%

Oil,

Gas

&

Consumable

Fuels,

United

States

Integer

Holdings

Corp.

2.4%

Health

Care

Equipment

&

Supplies,

United

States

Brinker

International,

Inc.

2.4%

Hotels,

Restaurants

&

Leisure,

United

States

SouthState

Corp.

2.4%

Banks,

United

States

Arconic

Corp.

2.3%

Metals

&

Mining,

United

States

Franklin

Small

Cap

Value

Fund

17

franklintempleton.com

Semiannual

Report

Steven

Raineri

Lead

Portfolio

Manager

Nicholas

Karzon,

CFA

Christopher

Meeker,

CFA

Portfolio

Management

Team

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

April

30,

2023,

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

April

30,

2023

Franklin

Small

Cap

Value

Fund

18

franklintempleton.com

Semiannual

Report

The

performance

table

does

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

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

4/30/23

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

6-Month

+0.29%

-5.23%

1-Year

-0.84%

-6.29%

5-Year

+32.75%

+4.64%

10-Year

+114.02%

+7.30%

Advisor

6-Month

+0.40%

+0.40%

1-Year

-0.60%

-0.60%

5-Year

+34.36%

+6.08%

10-Year

+119.68%

+8.19%

See

page

19

for

Performance

Summary

footnotes.

Franklin

Small

Cap

Value

Fund

Performance

Summary

19

franklintempleton.com

Semiannual

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

anticipated

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

uncertainty.

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

managers'

environmental

social

and

governance

(ESG)

strategies

may

limit

the

types

and

number

of

investments

available

and,

as

a

result,

may

forego

favorable

market

opportunities

or

underperform

strategies

that

are

not

subject

to

such

criteria.

There

is

no

guarantee

that

the

strategy's

ESG

directives

will

be

successful

or

will

result

in

better

performance.

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.

1.

The

total

annual

operating

expenses

are

as

of

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.

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

(11/1/22–4/30/23)

Share

Class

Net

Investment

Income

Long-Term

Capital

Gain

Total

A

$0.1982

$1.4008

$1.5990

C

–

$1.4008

$1.4008

R

$0.0779

$1.4008

$1.4787

R6

$0.4091

$1.4008

$1.8099

Advisor

$0.3292

$1.4008

$1.7300

Total

Annual

Operating

Expenses

5

Share

Class

A

0.98%

Advisor

0.73%

Your

Fund’s

Expenses

Franklin

Small

Cap

Value

Fund

20

franklintempleton.com

Semiannual

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

181/365

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

11/1/22

Ending

Account

Value

4/30/23

Expenses

Paid

During

Period

11/1/22–4/30/23

1,2

Ending

Account

Value

4/30/23

Expenses

Paid

During

Period

11/1/22–4/30/23

1,2

a

Net

Annualized

Expense

Ratio

2

A

$1,000

$1,002.90

$4.83

$1,019.97

$4.87

0.97%

C

$1,000

$999.10

$8.54

$1,016.25

$8.61

1.72%

R

$1,000

$1,001.60

$6.07

$1,018.73

$6.12

1.22%

R6

$1,000

$1,004.80

$2.93

$1,021.88

$2.95

0.59%

Advisor

$1,000

$1,004.00

$3.59

$1,021.21

$3.62

0.72%

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

MicroCap

Value

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

21

a

Six

Months

Ended

April

30,

2023

(unaudited)

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$27.57

$32.58

$21.77

$29.32

$31.06

$36.43

Income

from

investment

operations

a

:

Net

investment

income

(loss)

b

........

0.09

0.12

0.11

c

0.11

0.06

(0.04)

Net

realized

and

unrealized

gains

(losses)

(1.02)

(0.81)

12.15

(2.89)

(0.03)

(2.70)

Total

from

investment

operations

........

(0.93)

(0.69)

12.26

(2.78)

0.03

(2.74)

Less

distributions

from:

Net

investment

income

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

(0.09)

(0.08)

(0.11)

(0.06)

—

(—)

d

Net

realized

gains

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

(1.54)

(4.24)

(1.34)

(4.71)

(1.77)

(2.63)

Total

distributions

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

(1.63)

(4.32)

(1.45)

(4.77)

(1.77)

(2.63)

Net

asset

value,

end

of

period

..........

$25.01

$27.57

$32.58

$21.77

$29.32

$31.06

Total

return

e

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

(3.68)%

(2.00)%

57.97%

(12.10)%

0.58%

(8.11)%

Ratios

to

average

net

assets

f

Expenses

before

waiver

and

payments

by

affiliates

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

1.23%

1.24%

1.23%

1.28%

1.22%

1.17%

Expenses

net

of

waiver

and

payments

by

affiliates

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

1.21%

g

1.22%

g

1.23%

h

1.27%

g

1.21%

g

1.16%

g

Net

investment

income

(loss)

..........

0.65%

0.45%

0.37%

c

0.50%

0.23%

(0.11)%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$138,778

$144,717

$161,200

$94,015

$145,897

$184,613

Portfolio

turnover

rate

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

9.47%

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,

and

is

not

annualized

for

periods

less

than

one

year.

f

Ratios

are

annualized

for

periods

less

than

one

year.

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

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

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

22

a

Six

Months

Ended

April

30,

2023

(unaudited)

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$28.18

$33.21

$22.17

$29.80

$31.43

$36.85

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.13

0.22

0.22

c

0.20

0.16

0.08

Net

realized

and

unrealized

gains

(losses)

(1.04)

(0.82)

12.36

(2.94)

(0.02)

(2.74)

Total

from

investment

operations

........

(0.91)

(0.60)

12.58

(2.74)

0.14

(2.66)

Less

distributions

from:

Net

investment

income

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

(0.18)

(0.19)

(0.20)

(0.18)

—

(0.13)

Net

realized

gains

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

(1.54)

(4.24)

(1.34)

(4.71)

(1.77)

(2.63)

Total

distributions

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

(1.72)

(4.43)

(1.54)

(4.89)

(1.77)

(2.76)

Net

asset

value,

end

of

period

..........

$25.55

$28.18

$33.21

$22.17

$29.80

$31.43

Total

return

d

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

(3.52)%

(1.67)%

58.51%

(11.80)%

0.97%

(7.83)%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

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

0.92%

0.91%

0.91%

0.95%

0.89%

0.85%

Expenses

net

of

waiver

and

payments

by

affiliates

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

0.88%

f

0.87%

f

0.88%

0.91%

f

0.86%

f

0.82%

f

Net

investment

income

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

0.95%

0.79%

0.72%

c

0.86%

0.58%

0.23%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$32,926

$25,570

$23,137

$12,299

$19,266

$21,070

Portfolio

turnover

rate

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

9.47%

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

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

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.

Semiannual

Report

23

a

Six

Months

Ended

April

30,

2023

(unaudited)

Year

Ended

October

31,

2022

2021

2020

2019

2018

Advisor

Class

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$27.95

$32.96

$22.01

$29.62

$31.28

$36.67

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.12

0.19

0.19

c

0.17

0.15

0.05

Net

realized

and

unrealized

gains

(losses)

(1.04)

(0.81)

12.28

(2.94)

(0.04)

(2.72)

Total

from

investment

operations

........

(0.92)

(0.62)

12.47

(2.77)

0.11

(2.67)

Less

distributions

from:

Net

investment

income

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

(0.16)

(0.15)

(0.18)

(0.13)

—

(0.09)

Net

realized

gains

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

(1.54)

(4.24)

(1.34)

(4.71)

(1.77)

(2.63)

Total

distributions

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

(1.70)

(4.39)

(1.52)

(4.84)

(1.77)

(2.72)

Net

asset

value,

end

of

period

..........

$25.33

$27.95

$32.96

$22.01

$29.62

$31.28

Total

return

d

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

(3.57)%

(1.77)%

58.40%

(11.95)%

0.87%

(7.90)%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

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

0.98%

0.99%

0.98%

1.03%

0.97%

0.92%

Expenses

net

of

waiver

and

payments

by

affiliates

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

0.96%

f

0.97%

f

0.98%

g

1.02%

f

0.96%

f

0.91%

f

Net

investment

income

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

0.89%

0.69%

0.60%

c

0.73%

0.48%

0.14%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$46,701

$44,877

$38,829

$22,429

$29,687

$53,329

Portfolio

turnover

rate

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

9.47%

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

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

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

Schedule

of

Investments

(unaudited),

April

30,

2023

Franklin

MicroCap

Value

Fund

franklintempleton.com

Semiannual

Report

24

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

97.6%

Aerospace

&

Defense

2.0%

a

Ducommun,

Inc.

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

United

States

63,025

$

3,151,250

Magellan

Aerospace

Corp.

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

Canada

243,900

1,287,380

4,438,630

Banks

17.8%

American

National

Bankshares

,

Inc.

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

United

States

94,823

2,739,436

Arrow

Financial

Corp.

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

United

States

118,488

2,558,156

Bar

Harbor

Bankshares

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

United

States

121,700

3,018,160

First

Business

Financial

Services,

Inc.

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

United

States

130,500

3,744,045

First

Internet

Bancorp

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

United

States

113,400

1,668,114

a

First

Western

Financial,

Inc.

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

United

States

110,706

1,966,139

Investar

Holding

Corp.

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

United

States

184,381

2,474,393

Northeast

Bank

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

United

States

101,675

3,746,724

Northrim

BanCorp

,

Inc.

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

United

States

28,900

998,495

Orrstown

Financial

Services,

Inc.

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

United

States

113,653

2,178,728

Peapack

-Gladstone

Financial

Corp.

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

United

States

114,985

3,054,002

Peoples

Financial

Services

Corp.

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

United

States

66,013

2,663,624

Premier

Financial

Corp.

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

United

States

127,500

2,117,775

Southern

Missouri

Bancorp,

Inc.

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

United

States

76,800

2,786,304

Territorial

Bancorp,

Inc.

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

United

States

121,739

2,039,128

WesBanco

,

Inc.

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

United

States

42,357

1,127,543

38,880,766

Biotechnology

2.5%

a

Anika

Therapeutics,

Inc.

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

United

States

123,992

3,181,635

a

Catalyst

Pharmaceuticals,

Inc.

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

United

States

85,100

1,354,792

a

Vanda

Pharmaceuticals,

Inc.

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

United

States

141,200

866,968

5,403,395

Commercial

Services

&

Supplies

1.7%

a

Heritage-Crystal

Clean,

Inc.

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

United

States

106,300

3,716,248

Communications

Equipment

1.6%

a

Digi

International,

Inc.

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

United

States

54,701

1,649,782

PCTEL,

Inc.

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

United

States

393,331

1,872,256

3,522,038

Construction

&

Engineering

4.3%

a

Matrix

Service

Co.

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

United

States

607,019

2,889,410

a

Northwest

Pipe

Co.

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

United

States

65,700

1,809,378

a

Sterling

Infrastructure,

Inc.

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

United

States

127,451

4,705,491

9,404,279

Consumer

Staples

Distribution

&

Retail

1.3%

Village

Super

Market,

Inc.,

A

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

United

States

130,416

2,854,806

Diversified

REITs

3.2%

Alpine

Income

Property

Trust,

Inc.

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

United

States

193,121

3,105,386

CTO

Realty

Growth,

Inc.

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

United

States

223,688

3,766,906

6,872,292

Diversified

Telecommunication

Services

0.5%

ATN

International,

Inc.

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

United

States

29,000

1,048,930

Electrical

Equipment

4.1%

LSI

Industries,

Inc.

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

United

States

132,918

1,686,729

Powell

Industries,

Inc.

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

United

States

53,100

2,127,186

Franklin

Value

Investors

Trust

Schedule

of

Investments

(unaudited)

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

25

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Electrical

Equipment

(continued)

Preformed

Line

Products

Co.

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

United

States

41,350

$

5,138,978

8,952,893

Electronic

Equipment,

Instruments

&

Components

2.9%

a

Daktronics,

Inc.

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

United

States

814,658

3,918,505

a

Kimball

Electronics,

Inc.

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

United

States

120,416

2,423,974

6,342,479

Energy

Equipment

&

Services

4.4%

a

DMC

Global,

Inc.

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

United

States

130,700

2,475,458

a

Helix

Energy

Solutions

Group,

Inc.

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

United

States

526,542

3,817,429

a

Oil

States

International,

Inc.

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

United

States

461,490

3,248,890

9,541,777

Food

Products

1.6%

Alico

,

Inc.

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

United

States

144,723

3,409,674

Health

Care

Equipment

&

Supplies

5.4%

a

Orthofix

Medical,

Inc.

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

United

States

167,800

3,159,674

a

Semler

Scientific,

Inc.

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

United

States

76,300

2,142,504

a

UFP

Technologies,

Inc.

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

United

States

18,600

2,563,824

Utah

Medical

Products,

Inc.

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

United

States

41,696

3,954,448

11,820,450

Health

Care

Technology

1.6%

a

CareCloud

,

Inc.

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

United

States

346,708

1,133,735

a

Computer

Programs

and

Systems,

Inc.

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

United

States

92,333

2,389,578

3,523,313

Hotels,

Restaurants

&

Leisure

4.4%

a

Century

Casinos,

Inc.

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

United

States

361,662

2,546,101

a

Chuy's

Holdings,

Inc.

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

United

States

97,300

3,393,824

Ruth's

Hospitality

Group,

Inc.

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

United

States

225,600

3,645,696

9,585,621

Household

Durables

1.3%

Hooker

Furnishings

Corp.

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

United

States

179,900

2,844,219

Independent

Power

and

Renewable

Electricity

Producers

1.6%

Polaris

Renewable

Energy,

Inc.

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

Canada

354,200

3,493,365

Insurance

2.7%

Investors

Title

Co.

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

United

States

3,595

534,864

Tiptree,

Inc.

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

United

States

183,518

2,527,043

United

Fire

Group,

Inc.

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

United

States

106,157

2,855,623

5,917,530

Interactive

Media

&

Services

1.4%

a

DHI

Group,

Inc.

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

United

States

360,217

1,321,996

a

QuinStreet

,

Inc.

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

United

States

163,900

1,820,929

3,142,925

IT

Services

1.3%

Hackett

Group,

Inc.

(The)

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

United

States

152,200

2,824,832

Machinery

10.5%

Alamo

Group,

Inc.

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

United

States

18,100

3,198,813

a

Commercial

Vehicle

Group,

Inc.

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

United

States

401,700

2,944,461

Franklin

Value

Investors

Trust

Schedule

of

Investments

(unaudited)

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

26

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Machinery

(continued)

a

Graham

Corp.

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

United

States

236,446

$

3,043,060

Hurco

Cos.,

Inc.

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

United

States

95,500

2,142,065

a

L

B

Foster

Co.,

A

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

United

States

297,265

3,323,423

Miller

Industries,

Inc.

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

United

States

151,000

4,922,600

Shyft

Group,

Inc.

(The)

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

United

States

133,417

3,346,098

22,920,520

Media

1.6%

Entravision

Communications

Corp.,

A

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

United

States

572,199

3,576,244

Metals

&

Mining

1.4%

Haynes

International,

Inc.

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

United

States

64,177

3,016,961

Office

REITs

0.5%

City

Office

REIT,

Inc.

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

United

States

204,800

1,191,936

Oil,

Gas

&

Consumable

Fuels

1.8%

VAALCO

Energy,

Inc.

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

United

States

917,300

3,926,044

Paper

&

Forest

Products

1.6%

Mercer

International,

Inc.

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

Germany

366,300

3,564,099

Pharmaceuticals

2.5%

a

Harrow

Health,

Inc.

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

United

States

217,396

5,484,901

Professional

Services

2.6%

Heidrick

&

Struggles

International,

Inc.

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

United

States

118,439

2,974,003

Resources

Connection,

Inc.

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

United

States

187,400

2,734,166

5,708,169

Semiconductors

&

Semiconductor

Equipment

0.3%

a

AXT,

Inc.

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

United

States

254,300

678,981

Specialty

Retail

2.7%

a

America's

Car-Mart,

Inc.

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

United

States

43,577

3,503,155

a

Children's

Place,

Inc.

(The)

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

United

States

30,300

898,092

a

Genesco,

Inc.

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

United

States

40,504

1,403,869

5,805,116

Textiles,

Apparel

&

Luxury

Goods

4.5%

a

Delta

Apparel,

Inc.

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

United

States

210,718

2,400,078

Rocky

Brands,

Inc.

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

United

States

127,817

3,734,813

a

Vera

Bradley,

Inc.

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

United

States

698,125

3,658,175

9,793,066

Total

Common

Stocks

(Cost

$175,549,628)

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

213,206,499

Franklin

Value

Investors

Trust

Schedule

of

Investments

(unaudited)

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

27

Short

Term

Investments

2.4%

a

a

Country

Shares

a

Value

a

a

a

Money

Market

Funds

2.4%

b,c

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

4.483%

....

United

States

5,192,133

$

5,192,133

Total

Money

Market

Funds

(Cost

$5,192,133)

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

5,192,133

Total

Short

Term

Investments

(Cost

$5,192,133

)

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

5,192,133

a

Total

Investments

(Cost

$180,741,761)

100.0%

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

$218,398,632

Other

Assets,

less

Liabilities

0.0%

†

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

6,578

Net

Assets

100.0%

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

$218,405,210

See

Abbreviations

on

page

64

.

†

Rounds

to

less

than

0.1%

of

net

assets.

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

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

28

a

Six

Months

Ended

April

30,

2023

(unaudited)

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$32.32

$40.20

$27.59

$34.61

$37.93

$41.08

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.21

0.37

0.43

1.14

c

0.52

0.45

Net

realized

and

unrealized

gains

(losses)

0.71

(3.28)

13.37

(5.47)

1.13

(0.43)

Total

from

investment

operations

........

0.92

(2.91)

13.80

(4.33)

1.65

0.02

Less

distributions

from:

Net

investment

income

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

(0.33)

(0.45)

(1.19)

(0.54)

(0.46)

(0.46)

Net

realized

gains

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

(1.08)

(4.52)

—

(2.15)

(4.51)

(2.71)

Total

distributions

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

(1.41)

(4.97)

(1.19)

(2.69)

(4.97)

(3.17)

Net

asset

value,

end

of

period

..........

$31.83

$32.32

$40.20

$27.59

$34.61

$37.93

Total

return

d

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

2.85%

(8.06)%

51.14%

(13.94)%

6.22%

(0.15)%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

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

0.92%

0.91%

0.91%

0.95%

0.93%

0.91%

Expenses

net

of

waiver

and

payments

by

affiliates

f

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

0.89%

0.90%

0.91%

g

0.93%

0.89%

0.86%

Net

investment

income

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

1.27%

1.07%

1.18%

3.94%

c

1.55%

1.13%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$683,356

$688,933

$790,329

$538,538

$735,919

$772,976

Portfolio

turnover

rate

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

31.54%

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,

and

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

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

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

29

a

Six

Months

Ended

April

30,

2023

(unaudited)

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$30.50

$38.15

$26.21

$32.97

$36.13

$39.27

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.08

0.11

0.15

0.93

c

0.26

0.15

Net

realized

and

unrealized

gains

(losses)

0.67

(3.11)

12.72

(5.28)

1.09

(0.41)

Total

from

investment

operations

........

0.75

(3.00)

12.87

(4.35)

1.35

(0.26)

Less

distributions

from:

Net

investment

income

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

(0.05)

(0.13)

(0.93)

(0.26)

—

(0.17)

Net

realized

gains

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

(1.08)

(4.52)

—

(2.15)

(4.51)

(2.71)

Total

distributions

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

(1.13)

(4.65)

(0.93)

(2.41)

(4.51)

(2.88)

Net

asset

value,

end

of

period

..........

$30.12

$30.50

$38.15

$26.21

$32.97

$36.13

Total

return

d

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

2.46%

(8.77)%

50.06%

(14.57)%

5.41%

(0.91)%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

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

1.66%

1.66%

1.66%

1.70%

1.68%

1.66%

Expenses

net

of

waiver

and

payments

by

affiliates

f

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

1.64%

1.65%

1.66%

g

1.68%

1.64%

1.61%

Net

investment

income

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

0.54%

0.32%

0.42%

3.36%

c

0.80%

0.38%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$13,355

$15,412

$20,132

$15,881

$27,443

$33,854

Portfolio

turnover

rate

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

31.54%

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,

and

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

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

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

30

a

Six

Months

Ended

April

30,

2023

(unaudited)

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$32.46

$40.34

$27.67

$34.70

$37.99

$41.10

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.17

0.28

0.34

1.11

c

0.44

0.35

Net

realized

and

unrealized

gains

(losses)

0.72

(3.29)

13.44

(5.55)

1.14

(0.42)

Total

from

investment

operations

........

0.89

(3.01)

13.78

(4.44)

1.58

(0.07)

Less

distributions

from:

Net

investment

income

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

(0.25)

(0.35)

(1.11)

(0.44)

(0.36)

(0.33)

Net

realized

gains

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

(1.08)

(4.52)

—

(2.15)

(4.51)

(2.71)

Total

distributions

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

(1.33)

(4.87)

(1.11)

(2.59)

(4.87)

(3.04)

Net

asset

value,

end

of

period

..........

$32.02

$32.46

$40.34

$27.67

$34.70

$37.99

Total

return

d

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

2.74%

(8.32)%

50.87%

(14.16)%

5.94%

(0.39)%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

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

1.17%

1.16%

1.16%

1.20%

1.18%

1.16%

Expenses

net

of

waiver

and

payments

by

affiliates

f

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

1.14%

1.15%

1.16%

g

1.18%

1.14%

1.11%

Net

investment

income

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

1.01%

0.82%

0.93%

3.80%

c

1.30%

0.88%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$5,455

$5,419

$6,362

$4,465

$6,764

$7,280

Portfolio

turnover

rate

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

31.54%

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

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

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

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

31

a

Six

Months

Ended

April

30,

2023

(unaudited)

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$33.91

$41.93

$28.73

$35.93

$39.20

$42.38

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.28

0.51

0.59

1.27

c

0.67

0.61

Net

realized

and

unrealized

gains

(losses)

0.75

(3.43)

13.91

(5.65)

1.18

(0.45)

Total

from

investment

operations

........

1.03

(2.92)

14.50

(4.38)

1.85

0.16

Less

distributions

from:

Net

investment

income

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

(0.45)

(0.58)

(1.30)

(0.67)

(0.61)

(0.63)

Net

realized

gains

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

(1.08)

(4.52)

—

(2.15)

(4.51)

(2.71)

Total

distributions

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

(1.53)

(5.10)

(1.30)

(2.82)

(5.12)

(3.34)

Net

asset

value,

end

of

period

..........

$33.41

$33.91

$41.93

$28.73

$35.93

$39.20

Total

return

d

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

3.05%

(7.76)%

51.74%

(13.61)%

6.61%

0.19%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

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

0.59%

0.59%

0.59%

0.61%

0.59%

0.57%

Expenses

net

of

waiver

and

payments

by

affiliates

f

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

0.55%

0.55%

0.55%

0.55%

0.52%

0.50%

Net

investment

income

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

1.62%

1.42%

1.54%

4.24%

c

1.92%

1.49%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$35,883

$36,512

$39,290

$27,952

$36,398

$36,580

Portfolio

turnover

rate

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

31.54%

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

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

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

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

32

a

Six

Months

Ended

April

30,

2023

(unaudited)

Year

Ended

October

31,

2022

2021

2020

2019

2018

Advisor

Class

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$34.02

$42.04

$28.80

$36.01

$39.26

$42.39

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.26

0.48

0.55

1.28

c

0.63

0.57

Net

realized

and

unrealized

gains

(losses)

0.74

(3.44)

13.95

(5.72)

1.19

(0.46)

Total

from

investment

operations

........

1.00

(2.96)

14.50

(4.44)

1.82

0.11

Less

distributions

from:

Net

investment

income

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

(0.41)

(0.54)

(1.26)

(0.62)

(0.56)

(0.53)

Net

realized

gains

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

(1.08)

(4.52)

—

(2.15)

(4.51)

(2.71)

Total

distributions

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

(1.49)

(5.06)

(1.26)

(2.77)

(5.07)

(3.24)

Net

asset

value,

end

of

period

..........

$33.53

$34.02

$42.04

$28.80

$36.01

$39.26

Total

return

d

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

2.99%

(7.86)%

51.57%

(13.71)%

6.48%

0.07%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

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

0.67%

0.66%

0.66%

0.70%

0.68%

0.66%

Expenses

net

of

waiver

and

payments

by

affiliates

f

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

0.64%

0.65%

0.66%

g

0.68%

0.64%

0.61%

Net

investment

income

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

1.52%

1.32%

1.43%

4.22%

c

1.80%

1.38%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$46,548

$46,625

$56,787

$34,029

$47,427

$48,616

Portfolio

turnover

rate

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

31.54%

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

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

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

Schedule

of

Investments

(unaudited),

April

30,

2023

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

franklintempleton.com

Semiannual

Report

33

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

92.0%

Aerospace

&

Defense

4.0%

Airbus

SE

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

France

45,779

$

6,411,227

a

Babcock

International

Group

plc

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

United

Kingdom

2,830,391

11,314,216

Melrose

Industries

plc

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

United

Kingdom

1,456,657

7,503,376

Moog,

Inc.,

A

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

United

States

65,267

5,881,209

31,110,028

Automobile

Components

2.5%

a

Dowlais

Group

plc

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

United

Kingdom

2,298,418

3,830,200

Lear

Corp.

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

United

States

123,183

15,725,542

19,555,742

Banks

4.1%

Citizens

Financial

Group,

Inc.

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

United

States

540,743

16,730,588

PNC

Financial

Services

Group,

Inc.

(The)

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

United

States

117,902

15,356,736

32,087,324

Broadline

Retail

2.1%

eBay,

Inc.

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

United

States

361,656

16,791,688

Building

Products

1.3%

Johnson

Controls

International

plc

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

United

States

172,553

10,325,571

Chemicals

4.4%

Ashland,

Inc.

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

United

States

103,709

10,537,872

Avient

Corp.

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

United

States

310,196

11,945,648

Huntsman

Corp.

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

United

States

444,851

11,917,558

34,401,078

Commercial

Services

&

Supplies

1.6%

a

Stericycle,

Inc.

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

United

States

276,424

12,618,756

Construction

&

Engineering

1.8%

a

WillScot

Mobile

Mini

Holdings

Corp.

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

United

States

312,872

14,204,389

Consumer

Finance

1.3%

Capital

One

Financial

Corp.

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

United

States

106,915

10,402,829

Containers

&

Packaging

1.4%

International

Paper

Co.

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

United

States

335,833

11,119,431

Electric

Utilities

5.4%

Entergy

Corp.

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

United

States

163,829

17,624,724

Evergy,

Inc.

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

United

States

142,270

8,836,389

PPL

Corp.

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

United

States

548,282

15,746,659

42,207,772

Electrical

Equipment

1.4%

Regal

Rexnord

Corp.

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

United

States

83,157

10,823,715

Electronic

Equipment,

Instruments

&

Components

2.3%

a

Flex

Ltd.

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

United

States

859,095

17,671,584

Energy

Equipment

&

Services

3.5%

Baker

Hughes

Co.

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

United

States

428,565

12,531,241

Schlumberger

NV

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

United

States

307,061

15,153,460

27,684,701

Financial

Services

4.4%

a

Fiserv,

Inc.

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

United

States

63,864

7,799,072

Global

Payments,

Inc.

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

United

States

84,158

9,485,448

Franklin

Value

Investors

Trust

Schedule

of

Investments

(unaudited)

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

34

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Financial

Services

(continued)

Voya

Financial,

Inc.

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

United

States

225,378

$

17,236,909

34,521,429

Food

Products

3.5%

Kraft

Heinz

Co.

(The)

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

United

States

696,129

27,336,986

Health

Care

Equipment

&

Supplies

0.7%

a

Envista

Holdings

Corp.

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

United

States

143,610

5,527,549

Health

Care

Providers

&

Services

5.1%

AmerisourceBergen

Corp.

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

United

States

100,482

16,765,422

CVS

Health

Corp.

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

United

States

53,033

3,887,849

Elevance

Health,

Inc.

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

United

States

17,726

8,307,290

Fresenius

SE

&

Co.

KGaA

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

Germany

388,801

11,266,134

40,226,695

Household

Durables

2.2%

DR

Horton,

Inc.

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

United

States

160,628

17,640,167

Independent

Power

and

Renewable

Electricity

Producers

1.4%

AES

Corp.

(The)

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

United

States

471,118

11,146,652

Insurance

5.1%

Everest

Re

Group

Ltd.

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

United

States

30,323

11,462,094

Hartford

Financial

Services

Group,

Inc.

(The)

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

United

States

189,187

13,430,385

Willis

Towers

Watson

plc

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

United

States

65,106

15,078,550

39,971,029

Machinery

1.8%

Parker-Hannifin

Corp.

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

United

States

43,460

14,119,285

Media

1.8%

a

Liberty

Broadband

Corp.,

C

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

United

States

169,505

14,370,634

Metals

&

Mining

1.2%

Alcoa

Corp.

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

United

States

250,479

9,302,790

Office

REITs

0.9%

Vornado

Realty

Trust

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

United

States

446,197

6,697,417

Oil,

Gas

&

Consumable

Fuels

2.3%

Williams

Cos.,

Inc.

(The)

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

United

States

591,696

17,904,721

Personal

Care

Products

1.6%

Haleon

plc

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

United

States

2,837,406

12,475,219

Pharmaceuticals

1.5%

GSK

plc

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

United

States

668,106

12,048,066

Professional

Services

5.8%

ICF

International,

Inc.

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

United

States

102,339

11,666,646

KBR,

Inc.

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

United

States

320,866

18,202,728

SS&C

Technologies

Holdings,

Inc.

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

United

States

270,012

15,806,503

45,675,877

Real

Estate

Management

&

Development

3.4%

a

CBRE

Group,

Inc.,

A

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

United

States

276,785

21,218,338

a

Cushman

&

Wakefield

plc

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

United

States

579,456

5,707,642

26,925,980

Retail

REITs

2.3%

Brixmor

Property

Group,

Inc.

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

United

States

832,510

17,757,438

Franklin

Value

Investors

Trust

Schedule

of

Investments

(unaudited)

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

35

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Semiconductors

&

Semiconductor

Equipment

1.2%

a

Onto

Innovation,

Inc.

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

United

States

114,154

$

9,244,191

Software

2.0%

Gen

Digital,

Inc.

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

United

States

900,371

15,909,555

Specialty

Retail

1.4%

Dick's

Sporting

Goods,

Inc.

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

United

States

74,456

10,796,864

Textiles,

Apparel

&

Luxury

Goods

2.1%

Tapestry,

Inc.

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

United

States

401,339

16,378,645

Trading

Companies

&

Distributors

3.2%

a

AerCap

Holdings

NV

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

Ireland

115,842

6,528,855

Ferguson

plc

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

United

States

28,777

4,052,377

a

Univar

Solutions,

Inc.

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

United

States

410,761

14,582,016

25,163,248

Total

Common

Stocks

(Cost

$634,027,638)

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

722,145,045

Short

Term

Investments

8.3%

a

a

Country

Shares

a

Value

a

a

a

Money

Market

Funds

8.3%

b,c

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

4.483%

....

United

States

65,477,823

65,477,823

Total

Money

Market

Funds

(Cost

$65,477,823)

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

65,477,823

Total

Short

Term

Investments

(Cost

$65,477,823

)

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

65,477,823

a

Total

Investments

(Cost

$699,505,461)

100.3%

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

$787,622,868

Other

Assets,

less

Liabilities

(0.3)%

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

(3,026,988)

Net

Assets

100.0%

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

$784,595,880

See

Abbreviations

on

page

64

.

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

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

36

a

Six

Months

Ended

April

30,

2023

(unaudited)

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$51.18

$61.24

$41.84

$49.48

$52.59

$59.07

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.16

0.25

0.47

c

0.45

0.51

d

0.39

e

Net

realized

and

unrealized

gains

(losses)

(0.02)

(4.60)

20.03

(5.01)

4.00

(1.95)

Total

from

investment

operations

........

0.14

(4.35)

20.50

(4.56)

4.51

(1.56)

Less

distributions

from:

Net

investment

income

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

(0.20)

(0.34)

(0.35)

(0.58)

(0.44)

(0.42)

Net

realized

gains

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

(1.40)

(5.37)

(0.75)

(2.50)

(7.18)

(4.50)

Total

distributions

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

(1.60)

(5.71)

(1.10)

(3.08)

(7.62)

(4.92)

Net

asset

value,

end

of

period

..........

$49.72

$51.18

$61.24

$41.84

$49.48

$52.59

Total

return

f

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

0.29%

(7.83)%

49.59%

(10.04)%

11.35%

(3.04)%

Ratios

to

average

net

assets

g

Expenses

before

waiver

and

payments

by

affiliates

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

0.98%

0.98%

1.00%

1.08%

1.06%

1.05%

Expenses

net

of

waiver

and

payments

by

affiliates

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

0.97%

0.98%

h

1.00%

h

1.07%

i

1.05%

i

1.03%

i

Net

investment

income

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

0.63%

0.46%

0.81%

c

1.08%

1.10%

d

0.69%

e

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$1,209,217

$1,268,890

$1,577,561

$1,123,039

$1,334,235

$1,366,866

Portfolio

turnover

rate

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

33.48%

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,

and

is

not

annualized

for

periods

less

than

one

year.

g

Ratios

are

annualized

for

periods

less

than

one

year.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

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.

Semiannual

Report

37

a

Six

Months

Ended

April

30,

2023

(unaudited)

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$42.88

$52.25

$35.87

$42.84

$46.45

$52.75

Income

from

investment

operations

a

:

Net

investment

income

(loss)

b

........

(0.03)

(0.13)

0.02

c

0.12

0.15

d

(0.02)

e

Net

realized

and

unrealized

gains

(losses)

(0.01)

(3.87)

17.20

(4.33)

3.42

(1.72)

Total

from

investment

operations

........

(0.04)

(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

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

(1.40)

(5.37)

(0.75)

(2.50)

(7.18)

(4.50)

Total

distributions

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

(1.40)

(5.37)

(0.84)

(2.76)

(7.18)

(4.56)

Net

asset

value,

end

of

period

..........

$41.44

$42.88

$52.25

$35.87

$42.84

$46.45

Total

return

f

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

(0.09)%

(8.51)%

48.51%

(10.73)%

10.52%

(3.77)%

Ratios

to

average

net

assets

g

Expenses

before

waiver

and

payments

by

affiliates

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

1.73%

1.73%

1.75%

1.83%

1.81%

1.80%

Expenses

net

of

waiver

and

payments

by

affiliates

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

1.72%

1.73%

h

1.75%

h

1.82%

i

1.80%

i

1.78%

i

Net

investment

income

(loss)

..........

(0.12)%

(0.29)%

0.05%

c

0.34%

0.35%

d

(0.06)%

e

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$59,806

$68,960

$99,994

$77,586

$111,639

$138,188

Portfolio

turnover

rate

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

33.48%

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,

and

is

not

annualized

for

periods

less

than

one

year.

g

Ratios

are

annualized

for

periods

less

than

one

year.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

38

a

Six

Months

Ended

April

30,

2023

(unaudited)

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$50.46

$60.43

$41.31

$48.88

$51.98

$58.37

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.09

0.11

0.32

c

0.35

0.40

d

0.25

e

Net

realized

and

unrealized

gains

(losses)

(0.01)

(4.53)

19.79

(4.97)

3.94

(1.93)

Total

from

investment

operations

........

0.08

(4.42)

20.11

(4.62)

4.34

(1.68)

Less

distributions

from:

Net

investment

income

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

(0.08)

(0.18)

(0.24)

(0.45)

(0.26)

(0.21)

Net

realized

gains

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

(1.40)

(5.37)

(0.75)

(2.50)

(7.18)

(4.50)

Total

distributions

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

(1.48)

(5.55)

(0.99)

(2.95)

(7.44)

(4.71)

Net

asset

value,

end

of

period

..........

$49.06

$50.46

$60.43

$41.31

$48.88

$51.98

Total

return

f

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

0.16%

(8.05)%

49.22%

(10.27)%

11.06%

(3.28)%

Ratios

to

average

net

assets

g

Expenses

before

waiver

and

payments

by

affiliates

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

1.23%

1.23%

1.25%

1.33%

1.31%

1.30%

Expenses

net

of

waiver

and

payments

by

affiliates

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

1.22%

1.23%

h

1.25%

h

1.32%

i

1.30%

i

1.28%

i

Net

investment

income

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

0.37%

0.21%

0.56%

c

0.84%

0.85%

d

0.44%

e

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$116,240

$119,060

$150,288

$106,201

$143,634

$158,678

Portfolio

turnover

rate

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

33.48%

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

Total

return

is

not

annualized

for

periods

less

than

one

year.

g

Ratios

are

annualized

for

periods

less

than

one

year.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

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.

Semiannual

Report

39

a

Six

Months

Ended

April

30,

2023

(unaudited)

Year

Ended

October

31,

2022

2021

2020

2019

2018

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$54.68

$65.05

$44.37

$52.29

$55.17

$61.71

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.28

0.48

0.71

c

0.65

0.75

d

0.66

e

Net

realized

and

unrealized

gains

(losses)

(0.03)

(4.89)

21.27

(5.27)

4.23

(2.05)

Total

from

investment

operations

........

0.25

(4.41)

21.98

(4.62)

4.98

(1.39)

Less

distributions

from:

Net

investment

income

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

(0.41)

(0.59)

(0.55)

(0.80)

(0.68)

(0.65)

Net

realized

gains

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

(1.40)

(5.37)

(0.75)

(2.50)

(7.18)

(4.50)

Total

distributions

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

(1.81)

(5.96)

(1.30)

(3.30)

(7.86)

(5.15)

Net

asset

value,

end

of

period

..........

$53.12

$54.68

$65.05

$44.37

$52.29

$55.17

Total

return

f

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

0.48%

(7.46)%

50.21%

(9.65)%

11.82%

(2.63)%

Ratios

to

average

net

assets

g

Expenses

before

waiver

and

payments

by

affiliates

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

0.61%

0.62%

0.62%

0.68%

0.66%

0.66%

Expenses

net

of

waiver

and

payments

by

affiliates

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

0.59%

0.59%

0.59%

0.64%

h

0.61%

h

0.60%

h

Net

investment

income

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

1.01%

0.84%

1.15%

c

1.47%

1.54%

d

1.12%

e

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$1,256,793

$1,248,367

$1,336,020

$510,946

$362,397

$270,426

Portfolio

turnover

rate

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

33.48%

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

Total

return

is

not

annualized

for

periods

less

than

one

year.

g

Ratios

are

annualized

for

periods

less

than

one

year.

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

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

40

a

Six

Months

Ended

April

30,

2023

(unaudited)

Year

Ended

October

31,

2022

2021

2020

2019

2018

Advisor

Class

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$54.76

$65.13

$44.44

$52.36

$55.19

$61.66

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.24

0.41

0.63

c

0.58

0.67

d

0.56

e

Net

realized

and

unrealized

gains

(losses)

(0.03)

(4.91)

21.30

(5.29)

4.24

(2.06)

Total

from

investment

operations

........

0.21

(4.50)

21.93

(4.71)

4.91

(1.50)

Less

distributions

from:

Net

investment

income

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

(0.33)

(0.50)

(0.49)

(0.71)

(0.56)

(0.47)

Net

realized

gains

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

(1.40)

(5.37)

(0.75)

(2.50)

(7.18)

(4.50)

Total

distributions

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

(1.73)

(5.87)

(1.24)

(3.21)

(7.74)

(4.97)

Net

asset

value,

end

of

period

..........

$53.24

$54.76

$65.13

$44.44

$52.36

$55.19

Total

return

f

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

0.40%

(7.59)%

49.98%

(9.81)%

11.61%

(2.81)%

Ratios

to

average

net

assets

g

Expenses

before

waiver

and

payments

by

affiliates

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

0.73%

0.73%

0.75%

0.83%

0.81%

0.80%

Expenses

net

of

waiver

and

payments

by

affiliates

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

0.72%

0.73%

h

0.75%

h

0.82%

i

0.80%

i

0.78%

i

Net

investment

income

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

0.88%

0.71%

1.01%

c

1.30%

1.35%

d

0.94%

e

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$1,333,904

$1,406,507

$1,687,270

$646,240

$522,329

$544,792

Portfolio

turnover

rate

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

33.48

%

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

Total

return

is

not

annualized

for

periods

less

than

one

year.

g

Ratios

are

annualized

for

periods

less

than

one

year.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Schedule

of

Investments

(unaudited),

April

30,

2023

Franklin

Small

Cap

Value

Fund

franklintempleton.com

Semiannual

Report

41

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

95.5%

Aerospace

&

Defense

1.6%

QinetiQ

Group

plc

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

United

Kingdom

9,843,772

$

45,995,781

Senior

plc

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

United

Kingdom

9,311,309

19,238,068

65,233,849

Automobile

Components

2.1%

a

Adient

plc

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

United

States

1,487,284

54,940,271

LCI

Industries

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

United

States

249,235

28,153,586

83,093,857

Banks

11.1%

Atlantic

Union

Bankshares

Corp.

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

United

States

604,750

17,307,945

b

Camden

National

Corp.

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

United

States

748,575

23,916,971

Columbia

Banking

System,

Inc.

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

United

States

3,518,260

75,150,034

First

Bancorp

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

United

States

394,375

12,138,863

First

Interstate

BancSystem,

Inc.,

A

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

United

States

2,452,037

62,747,627

German

American

Bancorp,

Inc.

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

United

States

682,332

19,835,391

Peoples

Bancorp,

Inc.

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

United

States

1,092,506

28,470,707

Seacoast

Banking

Corp.

of

Florida

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

United

States

573,016

12,715,225

SouthState

Corp.

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

United

States

1,372,934

94,704,987

TriCo

Bancshares

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

United

States

910,409

32,601,746

WSFS

Financial

Corp.

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

United

States

1,746,018

61,407,453

440,996,949

Building

Products

5.4%

Insteel

Industries,

Inc.

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

United

States

194,926

5,366,313

a

Masonite

International

Corp.

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

United

States

671,388

61,371,577

UFP

Industries,

Inc.

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

United

States

1,482,092

116,373,864

Zurn

Elkay

Water

Solutions

Corp.

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

United

States

1,455,691

31,370,141

214,481,895

Chemicals

4.7%

Ashland,

Inc.

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

United

States

201,814

20,506,321

Avient

Corp.

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

United

States

922,204

35,514,076

a,b

Elementis

plc

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

United

Kingdom

39,868,704

62,931,872

Minerals

Technologies,

Inc.

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

United

States

625,218

37,050,419

Tronox

Holdings

plc

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

United

States

2,212,544

30,289,727

186,292,415

Commercial

Services

&

Supplies

1.2%

Ritchie

Bros

Auctioneers,

Inc.

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

Canada

837,871

47,917,843

Communications

Equipment

1.7%

a

Clearfield,

Inc.

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

United

States

445,491

19,459,047

a

NetScout

Systems,

Inc.

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

United

States

1,809,326

49,231,760

68,690,807

Construction

&

Engineering

2.4%

Primoris

Services

Corp.

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

United

States

1,751,652

44,316,796

Stantec,

Inc.

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

Canada

827,121

49,727,399

a

WillScot

Mobile

Mini

Holdings

Corp.

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

United

States

46,701

2,120,225

96,164,420

Construction

Materials

1.0%

a

Summit

Materials,

Inc.,

A

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

United

States

1,466,637

40,200,520

Consumer

Finance

0.5%

Bread

Financial

Holdings,

Inc.

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

United

States

658,859

18,184,508

Franklin

Value

Investors

Trust

Schedule

of

Investments

(unaudited)

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

42

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Diversified

REITs

1.1%

Alexander

&

Baldwin,

Inc.

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

United

States

2,309,466

$

44,411,031

Electric

Utilities

1.0%

IDACORP,

Inc.

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

United

States

370,526

41,172,849

Electrical

Equipment

1.4%

Regal

Rexnord

Corp.

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

United

States

437,574

56,954,632

Electronic

Equipment,

Instruments

&

Components

4.7%

Benchmark

Electronics,

Inc.

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

United

States

1,597,302

34,102,398

a

Coherent

Corp.

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

United

States

2,364,967

80,739,973

CTS

Corp.

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

United

States

47,225

1,851,692

a

Knowles

Corp.

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

United

States

4,061,388

68,556,230

185,250,293

Energy

Equipment

&

Services

1.9%

Hunting

plc

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

United

Kingdom

5,894,092

17,333,316

a

TechnipFMC

plc

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

United

Kingdom

4,159,753

56,947,019

74,280,335

Food

Products

4.5%

Glanbia

plc

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

Ireland

7,917,096

120,074,316

Maple

Leaf

Foods,

Inc.

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

Canada

2,943,831

60,328,324

180,402,640

Ground

Transportation

0.3%

a

Saia,

Inc.

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

United

States

39,257

11,689,557

Health

Care

Equipment

&

Supplies

4.7%

a

Envista

Holdings

Corp.

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

United

States

2,378,952

91,565,863

a

Integer

Holdings

Corp.

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

United

States

1,181,218

97,273,302

188,839,165

Hotel

&

Resort

REITs

1.7%

Sunstone

Hotel

Investors,

Inc.

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

United

States

7,127,295

67,923,121

Hotels,

Restaurants

&

Leisure

6.4%

Boyd

Gaming

Corp.

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

United

States

274,124

19,024,205

a,b

Brinker

International,

Inc.

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

United

States

2,380,477

95,028,642

a

Dalata

Hotel

Group

plc

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

Ireland

7,114,641

35,764,027

a

Denny's

Corp.

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

United

States

900,447

10,094,011

a

Hilton

Grand

Vacations,

Inc.

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

United

States

1,104,478

47,271,658

Jack

in

the

Box,

Inc.

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

United

States

527,781

48,920,021

256,102,564

Household

Durables

0.9%

Century

Communities,

Inc.

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

United

States

140,017

9,428,745

a

M/I

Homes,

Inc.

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

United

States

226,369

15,311,599

Meritage

Homes

Corp.

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

United

States

58,743

7,522,041

a

Taylor

Morrison

Home

Corp.

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

United

States

60,491

2,606,557

34,868,942

Industrial

REITs

0.8%

STAG

Industrial,

Inc.

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

United

States

988,732

33,488,353

Insurance

5.8%

CNO

Financial

Group,

Inc.

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

United

States

2,032,310

45,605,036

Hanover

Insurance

Group,

Inc.

(The)

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

United

States

916,187

109,539,318

Horace

Mann

Educators

Corp.

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

United

States

1,732,361

54,188,252

Franklin

Value

Investors

Trust

Schedule

of

Investments

(unaudited)

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

43

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Insurance

(continued)

Selective

Insurance

Group,

Inc.

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

United

States

223,306

$

21,511,067

230,843,673

Leisure

Products

1.3%

Brunswick

Corp.

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

United

States

586,768

49,752,059

Machinery

1.4%

Columbus

McKinnon

Corp.

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

United

States

1,322,893

45,917,616

REV

Group,

Inc.

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

United

States

656,097

7,039,921

Timken

Co.

(The)

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

United

States

25,937

1,993,258

54,950,795

Metals

&

Mining

3.8%

Alcoa

Corp.

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

United

States

526,852

19,567,283

a

Arconic

Corp.

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

United

States

3,702,167

91,628,633

Commercial

Metals

Co.

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

United

States

445,963

20,822,013

Ryerson

Holding

Corp.

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

United

States

495,568

18,717,603

150,735,532

Multi-Utilities

0.9%

Black

Hills

Corp.

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

United

States

539,257

35,208,090

Office

REITs

0.4%

Highwoods

Properties,

Inc.

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

United

States

729,944

16,730,316

Oil,

Gas

&

Consumable

Fuels

6.5%

Crescent

Point

Energy

Corp.

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

Canada

20,463,392

151,368,070

a,b

Green

Plains,

Inc.

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

United

States

3,115,868

106,469,210

257,837,280

Professional

Services

0.6%

ICF

International,

Inc.

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

United

States

201,823

23,007,822

Real

Estate

Management

&

Development

0.1%

a

Cushman

&

Wakefield

plc

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

United

States

214,511

2,112,933

Semiconductors

&

Semiconductor

Equipment

2.7%

a

Cohu,

Inc.

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

United

States

1,577,025

53,366,526

a

Onto

Innovation,

Inc.

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

United

States

691,312

55,982,446

109,348,972

Software

3.9%

a,b

ACI

Worldwide,

Inc.

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

United

States

6,068,510

153,715,358

Specialty

Retail

0.8%

a,b

Children's

Place,

Inc.

(The)

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

United

States

885,230

26,238,217

Group

1

Automotive,

Inc.

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

United

States

24,149

5,420,968

31,659,185

Textiles,

Apparel

&

Luxury

Goods

2.4%

a

Capri

Holdings

Ltd.

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

United

States

624,980

25,936,670

Carter's,

Inc.

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

United

States

673,025

46,956,954

Dr.

Martens

plc

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

United

Kingdom

10,101,327

21,060,183

93,953,807

Trading

Companies

&

Distributors

3.8%

Herc

Holdings,

Inc.

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

United

States

577,956

57,807,159

Franklin

Value

Investors

Trust

Schedule

of

Investments

(unaudited)

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

44

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Trading

Companies

&

Distributors

(continued)

McGrath

RentCorp

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

United

States

1,027,832

$

91,353,708

149,160,867

Total

Common

Stocks

(Cost

$3,559,516,140)

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

3,795,657,234

Short

Term

Investments

4.9%

a

a

Country

Shares

a

Value

a

a

a

Money

Market

Funds

4.9%

c,d

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

4.483%

....

United

States

193,221,030

193,221,030

Total

Money

Market

Funds

(Cost

$193,221,030)

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

193,221,030

Total

Short

Term

Investments

(Cost

$193,221,030

)

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

193,221,030

a

Total

Investments

(Cost

$3,752,737,170)

100.4%

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

$3,988,878,264

Other

Assets,

less

Liabilities

(0.4)%

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

(12,917,821)

Net

Assets

100.0%

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

$3,975,960,443

See

Abbreviations

on

page

64

.

a

Non-income

producing.

b

See

Note

7

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

April

30,

2023

(unaudited)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

45

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Assets:

Investments

in

securities:

Cost

-

Unaffiliated

issuers

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

$175,549,

628

$634,027,638

$3,059,663,508

Cost

-

Non-controlled

affiliates

(Note

3

f

and

7

)

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

5,192,133

65,477,823

693,073,662

Value

-

Unaffiliated

issuers

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

$213,206,499

$722,145,045

$3,327,356,964

Value

-

Non-controlled

affiliates

(Note

3

f

and

7

)

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

5,192,133

65,477,823

661,521,300

Cash

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

12,588

45,453

343,907

Foreign

currency,

at

value

(cost

$–,

$86,866

and

$68

,

respectively)

...

—

86,834

68

Receivables:

Investment

securities

sold

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

—

2,657,533

13,335,699

Capital

shares

sold

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

367,280

371,721

3,349,207

Dividends

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

4,899

423,905

2,505,947

Total

assets

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

218,783,399

791,208,314

4,008,413,092

Liabilities:

Payables:

Investment

securities

purchased

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

—

4,597,769

17,286,218

Capital

shares

redeemed

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

105,574

1,180,026

11,257,008

Management

fees

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

136,952

291,022

1,756,040

Distribution

fees

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

29,326

152,936

350,351

Transfer

agent

fees

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

46,051

252,120

1,625,538

Professional

fees

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

47,070

55,391

43,428

Trustees'

fees

and

expenses

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

101

85

132

Accrued

expenses

and

other

liabilities

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

13,115

83,085

133,934

Total

liabilities

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

378,189

6,612,434

32,452,649

Net

assets,

at

value

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

$218,405,210

$784,595,880

$3,975,960,443

Net

assets

consist

of:

Paid-in

capital

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

$170,129,885

$700,363,519

$3,663,034,102

Total

distributable

earnings

(losses)

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

48,275,325

84,232,361

312,926,341

Net

assets,

at

value

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

$218,405,210

$784,595,880

$3,975,960,443

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Assets

and

Liabilities

(continued)

April

30,

2023

(unaudited)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

46

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Class

A:

Net

assets,

at

value

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

$138,777,691

$683,355,566

$1,209,216,938

Shares

outstanding

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

5,549,297

21,467,218

24,319,814

Net

asset

value

per

share

a

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

$25.01

$31.83

$49.72

Maximum

offering

price

per

share

(net

asset

value

per

share

÷

94.50%)

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

$26.47

$33.68

$52.61

Class

C:

Net

assets,

at

value

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

$—

$13,354,963

$59,805,756

Shares

outstanding

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

—

443,322

1,443,219

Net

asset

value

and

maximum

offering

price

per

share

a

...........

$—

$30.12

$41.44

Class

R:

Net

assets,

at

value

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

$—

$5,455,089

$116,240,423

Shares

outstanding

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

—

170,355

2,369,527

Net

asset

value

and

maximum

offering

price

per

share

...........

$—

$32.02

$49.06

Class

R6:

Net

assets,

at

value

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

$32,926,266

$35,882,521

$1,256,793,031

Shares

outstanding

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

1,288,564

1,074,147

23,659,914

Net

asset

value

and

maximum

offering

price

per

share

...........

$25.55

$33.41

$53.12

Advisor

Class:

Net

assets,

at

value

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

$46,701,253

$46,547,741

$1,333,904,295

Shares

outstanding

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

1,843,355

1,388,055

25,054,305

Net

asset

value

and

maximum

offering

price

per

share

...........

$25.33

$33.53

$53.24

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

six

months

ended

April

30,

2023

(unaudited)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

47

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

$14,317,

$24,622

and

$622,491,

respectively)

Unaffiliated

issuers

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

$1,892,812

$7,753,807

$28,133,691

Non-controlled

affiliates

(Note

3

f

and

7

)

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

223,753

990,519

4,893,127

Total

investment

income

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

2,116,565

8,744,326

33,026,818

Expenses:

Management

fees

(Note

3

a

)

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

856,311

1,941,191

11,264,928

Distribution

fees:

(Note

3c

)

Class

A

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

186,099

877,802

1,588,932

Class

C

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

—

74,065

334,651

Class

R

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

—

13,908

302,949

Transfer

agent

fees:

(Note

3e

)

Class

A

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

86,515

441,658

1,046,114

Class

C

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

—

9,335

55,174

Class

R

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

—

3,500

99,720

Class

R6

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

7,241

10,008

268,872

Advisor

Class

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

28,421

30,186

1,147,737

Custodian

fees

(Note

4

)

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

815

3,537

33,725

Reports

to

shareholders

fees

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

6,883

37,051

132,173

Registration

and

filing

fees

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

44,497

85,778

130,070

Professional

fees

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

62,500

73,980

62,233

Trustees'

fees

and

expenses

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

11,147

26,325

115,655

Other

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

4,371

12,310

36,843

Total

expenses

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

1,294,800

3,640,634

16,619,776

Expense

reductions

(Note

4

)

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

(21)

(130)

—

Expenses

waived/paid

by

affiliates

(Note

3

f

and

3

g

)

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

(24,852)

(94,815)

(306,972)

Net

expenses

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

1,269,927

3,545,689

16,312,804

Net

investment

income

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

846,638

5,198,637

16,714,014

Realized

and

unrealized

gains

(losses):

Net

realized

gain

(loss)

from:

Investments:

Unaffiliated

issuers

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

9,816,630

(2,919,861)

129,336,791

Non-controlled

affiliates

(Note

3

f

and

7

)

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

—

—

(33,684,019)

Foreign

currency

transactions

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

(2,161)

48,038

(27,556)

Net

realized

gain

(loss)

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

9,814,469

(2,871,823)

95,625,216

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments:

Unaffiliated

issuers

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

(19,800,921)

20,369,072

(161,494,000)

Non-controlled

affiliates

(Note

3

f

and

7

)

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

—

—

66,816,138

Translation

of

other

assets

and

liabilities

denominated

in

foreign

currencies

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

—

8

43,116

Net

change

in

unrealized

appreciation

(depreciation)

..........

(19,800,921)

20,369,080

(94,634,746)

Net

realized

and

unrealized

gain

(loss)

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

(9,986,452)

17,497,257

990,470

Net

increase

(decrease)

in

net

assets

resulting

from

operations

........

$(9,139,814)

$22,695,894

$17,704,484

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Changes

in

Net

Assets

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

48

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Six

Months

Ended

April

30,

2023

(unaudited)

Year

Ended

October

31,

2022

Six

Months

Ended

April

30,

2023

(unaudited)

Year

Ended

October

31,

2022

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

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

$846,638

$1,101,782

$5,198,637

$9,268,555

Net

realized

gain

(loss)

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

9,814,469

13,519,892

(2,871,823)

32,462,404

Net

change

in

unrealized

appreciation

(depreciation)

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

(19,800,921)

(19,159,042)

20,369,080

(116,245,965)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

.

(9,139,814)

(4,537,368)

22,695,894

(74,515,006)

Distributions

to

shareholders:

Class

A

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

(8,541,841)

(21,286,656)

(29,741,114)

(96,583,319)

Class

C

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

—

—

(544,896)

(2,428,978)

Class

R

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

—

—

(222,649)

(760,276)

Class

R6

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

(1,655,076)

(3,35

8,927)

(1,629,920)

(4,793,006)

Advisor

Class

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

(2,737,837)

(5,166,227)

(2,058,722)

(6,492,610)

Total

distributions

to

shareholders

.....

(12,934,754)

(29,811,810)

(34,197,301)

(111,058,189)

Capital

share

transactions:

(Note

2

)

Class

A

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

7,966,017

8,510,330

4,471,615

59,910,867

Class

C

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

—

—

(1,910,800)

(532,442)

Class

R

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

—

—

100,595

305,628

Class

R6

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

10,629,150

6,135,424

(154,295)

5,072,393

Advisor

Class

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

6,721,176

11,699,630

688,793

819,051

Total

capital

share

transactions

.......

25,316,343

26,345,384

3,195,908

65,575,497

Net

increase

(decrease)

in

net

assets

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

3,241,775

(8,003,794)

(8,305,499)

(119,997,698)

Net

assets:

Beginning

of

period

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

215,163,435

223,167,229

792,901,379

912,899,077

End

of

period

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

$218,405,210

$215,163,435

$784,595,880

$792,901,379

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.

Semiannual

Report

49

Franklin

Small

Cap

Value

Fund

Six

Months

Ended

April

30,

2023

(unaudited)

Year

Ended

October

31,

2022

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

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

$16,714,014

$27,714,095

Net

realized

gain

(loss)

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

95,625,216

126,095,925

Net

change

in

unrealized

appreciation

(depreciation)

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

(94,634,746)

(503,752,410)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

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

17,704,484

(349,942,390)

Distributions

to

shareholders:

Class

A

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

(39,189,566)

(144,535,579)

Class

C

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

(2,197,068)

(9,999,178)

Class

R

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

(3,524,991)

(13,461,304)

Class

R6

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

(41,658,770)

(123,172,938)

Advisor

Class

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

(43,515,807)

(150,020,873)

Total

distributions

to

shareholders

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

(130,086,202)

(441,189,872)

Capital

share

transactions:

(Note

2

)

Class

A

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

(25,886,590)

(45,290,914)

Class

C

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

(7,099,075)

(13,371,033)

Class

R

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

390,824

(6,656,943)

Class

R6

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

45,084,867

134,520,650

Advisor

Class

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

(35,931,958)

(17,417,388)

Total

capital

share

transactions

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

(23,441,932)

51,784,372

Net

increase

(decrease)

in

net

assets

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

(135,823,650)

(739,347,890)

Net

assets:

Beginning

of

period

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

4,111,784,093

4,851,131,983

End

of

period

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

$3,975,960,443

$4,111,784,093

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

50

franklintempleton.com

Semiannual

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).

The

Funds

follow

the

accounting

and

reporting

guidance

in

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946,

Financial

Services

–

Investment

Companies

(ASC

946)

and

apply

the

specialized

accounting

and

reporting

guidance

in

U.S.

Generally

Accepted

Accounting

Principles

(U.S.

GAAP),

including,

but

not

limited

to,

ASC

946.

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,

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

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

51

franklintempleton.com

Semiannual

Report

foreign

market

close

and

the

latest

indications

of

value

at

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

April

30,

2023,

certain

securities

may

have

been

fair

valued

using

these

procedures,

in

which

case

the

securities

were

categorized

as

Level

2

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

(unaudited)

52

franklintempleton.com

Semiannual

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

April

30,

2023, 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

(unaudited)

53

franklintempleton.com

Semiannual

Report

2.

Shares

of

Beneficial

Interest

At

April

30,

2023,

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:

Six

Months

ended

April

30,

2023

Shares

sold

a

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

504,111

$13,759,878

1,345,821

$44,135,823

Shares

issued

in

reinvestment

of

distributions

..........

316,722

8,336,842

880,190

28,029,635

Shares

redeemed

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

(520,311)

(14,130,703)

(2,073,989)

(67,693,843)

Net

increase

(decrease)

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

300,522

$7,966,017

152,022

$4,471,615

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

Class

C

Class

C

Shares:

Six

Months

ended

April

30,

2023

Shares

sold

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

—

$—

35,256

$1,098,203

Shares

issued

in

reinvestment

of

distributions

..........

—

—

18,066

543,939

Shares

redeemed

a

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

—

—

(115,304)

(3,552,942)

Net

increase

(decrease)

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

—

$—

(61,982)

$(1,910,800)

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)

Class

R

Class

R

Shares:

Six

Months

ended

April

30,

2023

Shares

sold

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

—

$—

11,069

$365,445

Shares

issued

in

reinvestment

of

distributions

..........

—

—

6,950

222,649

Shares

redeemed

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

—

—

(14,590)

(487,499)

Net

increase

(decrease)

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

—

$—

3,429

$100,595

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

Class

R6

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

54

franklintempleton.com

Semiannual

Report

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Shares

Amount

Shares

Amount

Class

R6

Shares:

Six

Months

ended

April

30,

2023

Shares

sold

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

463,867

$12,933,059

103,196

$3,522,309

Shares

issued

in

reinvestment

of

distributions

..........

16,894

455,015

48,606

1,623,689

Shares

redeemed

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

(99,425)

(2,758,924)

(154,325)

(5,300,293)

Net

increase

(decrease)

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

381,336

$10,629,150

(2,523)

$(154,295)

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

Advisor

Class

Advisor

Class

Shares:

Six

Months

ended

April

30,

2023

Shares

sold

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

449,366

$12,520,019

134,175

$4,697,756

Shares

issued

in

reinvestment

of

distributions

..........

100,780

2,690,820

60,145

2,016,897

Shares

redeemed

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

(312,598)

(8,489,663)

(176,968)

(6,025,860)

Net

increase

(decrease)

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

237,548

$6,721,176

17,352

$688,793

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

Franklin

Small

Cap

Value

Fund

Shares

Amount

Class

A

Class

A

Shares:

Six

Months

ended

April

30,

2023

Shares

sold

a

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

791,745

$40,829,608

Shares

issued

in

reinvestment

of

distributions

..........

753,089

37,408,743

Shares

redeemed

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

(2,017,331)

(104,124,941)

Net

increase

(decrease)

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

(472,497)

$(25,886,590)

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)

Class

C

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

55

franklintempleton.com

Semiannual

Report

Franklin

Small

Cap

Value

Fund

Shares

Amount

Class

C

Shares:

Six

Months

ended

April

30,

2023

Shares

sold

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

69,485

$3,034,975

Shares

issued

in

reinvestment

of

distributions

..........

50,791

2,103,768

Shares

redeemed

a

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

(285,374)

(12,237,818)

Net

increase

(decrease)

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

(165,098)

$(7,099,075)

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)

Class

R

Class

R

Shares:

Six

Months

ended

April

30,

2023

Shares

sold

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

230,577

$11,855,892

Shares

issued

in

reinvestment

of

distributions

..........

71,808

3,518,304

Shares

redeemed

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

(292,489)

(14,983,372)

Net

increase

(decrease)

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

9,896

$390,824

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)

Class

R6

Class

R6

Shares:

Six

Months

ended

April

30,

2023

Shares

sold

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

2,951,630

$163,279,915

Shares

issued

in

reinvestment

of

distributions

..........

703,602

37,332,152

Shares

redeemed

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

(2,825,544)

(155,527,200)

Net

increase

(decrease)

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

829,688

$45,084,867

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

Advisor

Class

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

56

franklintempleton.com

Semiannual

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:

Six

Months

ended

April

30,

2023

Shares

sold

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

2,341,083

$128,794,597

Shares

issued

in

reinvestment

of

distributions

..........

725,949

38,607,884

Shares

redeemed

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

(3,699,553)

(203,334,439)

Net

increase

(decrease)

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

(632,521)

$(35,931,958)

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)

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

(unaudited)

57

franklintempleton.com

Semiannual

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

period

ended

April

30,

2023,

each

Fund's

annualized

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%

0.481%

0.545%

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Class

A

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

0.25%

0.25%

0.35%

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

(unaudited)

58

franklintempleton.com

Semiannual

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

period:

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

period

ended

April

30,

2023,

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

period

ended

April

30,

2023,

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

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

$11,348

$23,300

$17,790

CDSC

retained

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

$183

$3,355

$2,280

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Transfer

agent

fees

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

$63,379

$193,393

$914,134

3.

Transactions

with

Affiliates

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

59

franklintempleton.com

Semiannual

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 period

ended

April

30,

2023, the

custodian

fees

were

reduced

as

noted

in

the

Statements

of

Operations.

    aa

Value

at

Beginning

of

Period

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Period

Number

of

Shares

Held

at

End

of

Period

Investment

Income

a      

a  

a  

a  

a  

a  

a  

a  

Franklin

MicroCap

Value

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

4.483%

$

20,193,831

$

23,411,677

$

(38,413,375)

$

—

$

—

$

5,192,133

5,192,133

$

223,753

Total

Affiliated

Securities

...

$20,193,831

$23,411,677

$(38,413,375)

$—

$—

$5,192,133

$223,753

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

4.483%

$30,561,198

$139,253,590

$(104,336,965)

$—

$—

$65,477,823

65,477,823

$990,519

Total

Affiliated

Securities

...

$30,561,198

$139,253,590

$(104,336,965)

$—

$—

$65,477,823

$990,519

Franklin

Small

Cap

Value

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

4.483%

$139,833,283

$562,217,797

$(508,830,050)

$—

$—

$193,221,030

193,221,030

$2,446,774

Total

Affiliated

Securities

...

$139,833,283

$562,217,797

$(508,830,050)

$—

$—

$193,221,030

$2,446,774

3.

Transactions

with

Affiliates

(continued)

f.

Investments

in

Affiliated

Management

Investment

Companies

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

60

franklintempleton.com

Semiannual

Report

5.

Income

Taxes

At

April

30,

2023,

the

cost

of

investments

and

net

unrealized

appreciation

(depreciation)

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.

6.

Investment

Transactions

Purchases

and

sales

of

investments

(excluding

short

term

securities)

for

the

period

ended

April

30,

2023,

were

as

follows:

7.

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

period

ended

April

30,

2023,

investments

in

“affiliated

companies”

were

as

follows:

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

a

a

a

a

Cost

of

investments

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

$180,783,209

$703,476,303

$3,781,713,323

Unrealized

appreciation

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

$55,843,367

$110,129,232

$503,650,549

Unrealized

depreciation

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

(18,227,944)

(25,982,667)

(296,485,608)

Net

unrealized

appreciation

(depreciation)

.......

$37,615,423

$84,146,565

$207,164,941

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Purchases

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

$47,573,376

$242,539,809

$1,352,193,821

Sales

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

$20,570,953

$296,296,627

$1,547,385,435

Value

at

Beginning

of

Period

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Period

Number

of

Shares

at

End

of

Period

Investment

Income

Franklin

Small

Cap

Value

Fund

Non-Controlled

Affiliates

Dividends

ACI

Worldwide

Inc

....

$

111,134,720

$

36,880,099

$

—

$

—

$

5,700,539

$

153,715,358

6,068,510

$

—

Benchmark

Electronics,

Inc.

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

72,807,149

—

(25,155,314)

(2,830,676)

—

a

—

a

—

a

618,438

Brinker

International,

Inc.

81,893,483

13,066,065

(16,619,185)

(1,388,201)

18,076,480

95,028,642

2,380,477

—

Camden

National

Corp

.

28,416,993

3,849,294

—

—

(8,349,316)

23,916,971

748,575

588,646

Children's

Place

Inc.

(The)

35,834,110

—

—

—

(9,595,893)

26,238,217

885,230

—

Denny's

Corp.

.......

42,995,424

—

(35,195,814)

(1,939,958)

—

a

—

a

—

a

—

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

61

franklintempleton.com

Semiannual

Report

8.

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

2,

2024.

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

period ended

April

30,

2023,

the

Funds

did

not

use

the

Global

Credit

Facility.

9.

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

Period

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Period

Number

of

Shares

at

End

of

Period

Investment

Income

Franklin

Small

Cap

Value

Fund

(continued)

Non-Controlled

Affiliates

Elementis

plc

.......

$

33,707,697

$

10,432,994

$

—

$

—

$

18,791,181

$

62,931,872

39,868,704

$

—

Great

Lakes

Dredge

&

Dock

Corp

........

29,489,239

—

(25,069,840)

(31,690,386)

27,270,987

—

b

—

—

Green

Plains,

Inc.

....

84,898,985

18,915,115

(10,811,094)

(1,455,956)

14,922,160

106,469,210

3,115,868

—

Hunting

plc

.........

28,146,395

—

(10,410,999)

(6,440,902)

—

a

—

a

—

a

285,736

Knowles

Corp.

.......

62,531,590

—

(9,223,909)

(925,234)

—

a

—

a

—

a

—

McGrath

RentCorp

....

132,308,599

2,969,984

(40,065,524)

8,199,437

—

a

—

a

—

a

953,533

NetScout

Systems,

Inc

.

129,284,413

—

(57,236,810)

4,787,857

—

a

—

a

—

a

—

Total

Affiliated

Securities

(Value

is

11.8%

of

Net

Assets)

..........

$873,448,797

$86,113,551

$(229,788,489)

$(33,684,019)

$66,816,138

$468,300,270

$2,446,353

a

As

of

April

30,

2023,

no

longer

an

affiliate.

b

As

of

April

30,

2023,

no

longer

held.

7.

Holdings

of

5%

Voting

Securities

of

Portfolio

Companies

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

62

franklintempleton.com

Semiannual

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

April

30,

2023,

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

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

$

213,206,499

$

—

$

—

$

213,206,499

Short

Term

Investments

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

5,192,133

—

—

5,192,133

Total

Investments

in

Securities

...........

$218,398,632

$—

$—

$218,398,632

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

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

5,881,209

25,228,819

—

31,110,028

Automobile

Components

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

19,555,742

—

—

19,555,742

Banks

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

32,087,324

—

—

32,087,324

Broadline

Retail

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

16,791,688

—

—

16,791,688

Building

Products

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

10,325,571

—

—

10,325,571

Chemicals

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

34,401,078

—

—

34,401,078

Commercial

Services

&

Supplies

...........

12,618,756

—

—

12,618,756

Construction

&

Engineering

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

14,204,389

—

—

14,204,389

Consumer

Finance

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

10,402,829

—

—

10,402,829

Containers

&

Packaging

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

11,119,431

—

—

11,119,431

Electric

Utilities

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

42,207,772

—

—

42,207,772

Electrical

Equipment

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

10,823,715

—

—

10,823,715

Electronic

Equipment,

Instruments

&

Components

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

17,671,584

—

—

17,671,584

Energy

Equipment

&

Services

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

27,684,701

—

—

27,684,701

Financial

Services

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

34,521,429

—

—

34,521,429

Food

Products

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

27,336,986

—

—

27,336,986

Health

Care

Equipment

&

Supplies

.........

5,527,549

—

—

5,527,549

Health

Care

Providers

&

Services

..........

28,960,561

11,266,134

—

40,226,695

Household

Durables

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

17,640,167

—

—

17,640,167

Independent

Power

and

Renewable

Electricity

Producers

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

11,146,652

—

—

11,146,652

Insurance

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

39,971,029

—

—

39,971,029

Machinery

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

14,119,285

—

—

14,119,285

Media

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

14,370,634

—

—

14,370,634

Metals

&

Mining

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

9,302,790

—

—

9,302,790

Office

REITs

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

6,697,417

—

—

6,697,417

Oil,

Gas

&

Consumable

Fuels

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

17,904,721

—

—

17,904,721

Personal

Care

Products

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

—

12,475,219

—

12,475,219

Pharmaceuticals

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

—

12,048,066

—

12,048,066

Professional

Services

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

45,675,877

—

—

45,675,877

Real

Estate

Management

&

Development

....

26,925,980

—

—

26,925,980

Retail

REITs

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

17,757,438

—

—

17,757,438

Semiconductors

&

Semiconductor

Equipment

.

9,244,191

—

—

9,244,191

Software

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

15,909,555

—

—

15,909,555

Specialty

Retail

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

10,796,864

—

—

10,796,864

Textiles,

Apparel

&

Luxury

Goods

..........

16,378,645

—

—

16,378,645

Trading

Companies

&

Distributors

..........

25,163,248

—

—

25,163,248

Short

Term

Investments

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

65,477,823

—

—

65,477,823

Total

Investments

in

Securities

...........

$726,604,630

$61,018,238

b

$—

$787,622,868

9.

Fair

Value

Measurements

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

63

franklintempleton.com

Semiannual

Report

10.

New

Accounting

Pronouncements

In June

2022,

the 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,

Level

1

Level

2

Level

3

Total

Franklin

Small

Cap

Value

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

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

$

19,238,068

$

45,995,781

$

—

$

65,233,849

Automobile

Components

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

83,093,857

—

—

83,093,857

Banks

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

440,996,949

—

—

440,996,949

Building

Products

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

214,481,895

—

—

214,481,895

Chemicals

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

186,292,415

—

—

186,292,415

Commercial

Services

&

Supplies

...........

47,917,843

—

—

47,917,843

Communications

Equipment

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

68,690,807

—

—

68,690,807

Construction

&

Engineering

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

96,164,420

—

—

96,164,420

Construction

Materials

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

40,200,520

—

—

40,200,520

Consumer

Finance

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

18,184,508

—

—

18,184,508

Diversified

REITs

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

44,411,031

—

—

44,411,031

Electric

Utilities

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

41,172,849

—

—

41,172,849

Electrical

Equipment

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

56,954,632

—

—

56,954,632

Electronic

Equipment,

Instruments

&

Components

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

185,250,293

—

—

185,250,293

Energy

Equipment

&

Services

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

74,280,335

—

—

74,280,335

Food

Products

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

60,328,324

120,074,316

—

180,402,640

Ground

Transportation

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

11,689,557

—

—

11,689,557

Health

Care

Equipment

&

Supplies

.........

188,839,165

—

—

188,839,165

Hotel

&

Resort

REITs

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

67,923,121

—

—

67,923,121

Hotels,

Restaurants

&

Leisure

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

220,338,537

35,764,027

—

256,102,564

Household

Durables

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

34,868,942

—

—

34,868,942

Industrial

REITs

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

33,488,353

—

—

33,488,353

Insurance

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

230,843,673

—

—

230,843,673

Leisure

Products

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

49,752,059

—

—

49,752,059

Machinery

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

54,950,795

—

—

54,950,795

Metals

&

Mining

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

150,735,532

—

—

150,735,532

Multi-Utilities

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

35,208,090

—

—

35,208,090

Office

REITs

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

16,730,316

—

—

16,730,316

Oil,

Gas

&

Consumable

Fuels

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

257,837,280

—

—

257,837,280

Professional

Services

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

23,007,822

—

—

23,007,822

Real

Estate

Management

&

Development

....

2,112,933

—

—

2,112,933

Semiconductors

&

Semiconductor

Equipment

.

109,348,972

—

—

109,348,972

Software

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

153,715,358

—

—

153,715,358

Specialty

Retail

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

31,659,185

—

—

31,659,185

Textiles,

Apparel

&

Luxury

Goods

..........

72,893,624

21,060,183

—

93,953,807

Trading

Companies

&

Distributors

..........

149,160,867

—

—

149,160,867

Short

Term

Investments

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

193,221,030

—

—

193,221,030

Total

Investments

in

Securities

...........

$3,765,983,957

$222,894,307

c

$—

$3,988,878,264

a

For

detailed

categories,

see

the

accompanying

Schedule

of

Investments.

b

Includes

foreign

securities

valued

at

$61,018,238,

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

$222,894,307,

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.

9.

Fair

Value

Measurements

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

(unaudited)

64

franklintempleton.com

Semiannual

Report

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

has

reviewed

the

requirements

and

believes

that

the

adoption

of

the

ASU

will

not

have

a

material

impact

on

the

financial

statements.

11.

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.

Abbreviations

Selected

Portfolio

REIT

Real

Estate

Investment

Trust

10.

New

Accounting

Pronouncements

(continued)

Franklin

Value

Investors

Trust

Shareholder

Information

65

franklintempleton.com

Semiannual

Report

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

S

06/23

©

2023

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.

Semiannual

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 David W. Niemiec and Ann Torre Bates and they are "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases.

Item 4.

Principal Accountant Fees and Services.             N/A

Item 5. Audit Committee of Listed Registrants.              N/A

Item 6. Schedule of Investments.                            N/A

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

             N/A

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

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

Affiliated Purchasers.             N/A

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

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of 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

section906

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  June 28, 2023

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  June 28, 2023

By S\CHRISTOPHER KINGS______________________

      Christopher Kings

      Chief Financial Officer, Chief Accounting Officer and Treasurer

Date  June 28, 2023