UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) CRAIG S. TYLE, ONE FRANKLIN PARKWAY, SAN MATEO, CA 94403-1906 ------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area Code: (650) 312-2000 -------------- Date of fiscal year end: 10/31 ----- Date of reporting period: 4/30/08 ------- ITEM 1. REPORTS TO STOCKHOLDERS. (GRAPHIC) APRIL, 30, 2008 Franklin All Cap Value Fund Franklin Balance Sheet Investment Fund Franklin Large Cap Value Fund Franklin MicroCap Value Fund Franklin MidCap Value Fund Franklin Small Cap Value Fund SEMIANNUAL REPORT AND SHAREHOLDER LETTER VALUE FRANKLIN VALUE INVESTORS TRUST WANT TO RECEIVE THIS DOCUMENT FASTER VIA EMAIL? Eligible shareholders can sign up for eDelivery at franklintempleton.com. See inside for details. (GRAPHIC) (FRANKLIN TEMPLETON INVESTMENTS LOGO) Franklin - Templeton - Mutual Series Semiannual Report Economic and Market Overview During the six months ended April 30, 2008, the U.S. economy slowed. The housing downturn negatively affected the overall economy by fourth quarter 2007 as credit conditions worsened and the pace of consumer spending declined. Gross domestic product (GDP) growth decelerated sharply and registered annualized rates of 0.6% in the fourth quarter of 2007 and an estimated 0.9% in the first quarter of 2008. A weaker U.S. dollar compared with many foreign currencies over the past six months contributed to increased exports, which along with inventory buildup, helped the fragile economy in the first quarter. The unemployment rate increased from 4.8% at the beginning of the period to 5.0% in April 2008.(1) Continued deterioration in consumer confidence, home prices and the job market, as well as rising mortgage and fuel costs, plagued the economy. Volatile oil prices reached a historical high in April, topping $119 per barrel, before retreating to $113 by period-end. For the 12 months ended April 30, 2008, the core Consumer Price Index (CPI), which excludes food and energy costs, rose 2.3%, which was higher than its 10-year average rate.(1) Faced with a deepening housing contraction and stressed financial markets, the Federal Reserve Board made several cuts to the federal funds target rate during the period, including 225 basis points so far in 2008. For the six-month period, the federal funds target rate fell 250 basis points from 4.50% to 2.00%. As investors fled riskier, poorer-performing assets, U.S. Treasuries rallied, and the 10-year Treasury note yield fell from 4.48% at the beginning of the period to 3.77% on April 30, 2008. 1. Source: Bureau of Labor Statistics. Semiannual Report | 3 Stock markets were volatile during the period partly due to investor concerns about slowing economic growth. Overall, the blue chip stocks of the Dow Jones Industrial Average were down 6.79%, while the broader Standard & Poor's 500 Index (S&P 500) declined 9.64%, and the technology-heavy NASDAQ Composite Index fell 15.29%.(2) The energy sector performed relatively well. Large-capitalization stocks generally outperformed small caps, and growth stocks fared better than their value counterparts. 2. Source: Standard & Poor's Micropal. The Dow Jones Industrial Average is price weighted based on the average market price of 30 blue chip stocks of companies that are generally industry leaders. The S&P 500 consists of 500 stocks chosen for market size, liquidity and industry group representation. Each stock's weight in the index is proportionate to its market value. The S&P 500 is one of the most widely used benchmarks of U.S. equity performance. The NASDAQ Composite Index measures all NASDAQ domestic and international based common type stocks listed on The NASDAQ Stock Market. The index is market value weighted and includes more than 3,000 companies. THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS AND OPINIONS AS OF APRIL 30, 2008. 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. 4 | Semiannual Report Franklin All Cap Value Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin All Cap Value Fund seeks long-term total return by primarily investing in equity securities of companies of any size that we believe are undervalued at the time of purchase and have the potential for capital appreciation. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT FRANKLINTEMPLETON.COM OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This semiannual report for Franklin All Cap Value Fund covers the period ended April 30, 2008. PERFORMANCE OVERVIEW Franklin All Cap Value Fund - Class A had a -3.62% cumulative total return for the six months under review. The Fund performed better than its benchmark, the Russell 3000(R) Value Index, which declined 9.97% for the same period.(1) Please note the Fund employs a bottom-up stock selection process and we invest in securities without regard to benchmark comparisons. You can find more of the Fund's performance data in the Performance Summary beginning on page 8. INVESTMENT STRATEGY Our goal is to invest in equity securities of companies of any size that we determine are currently undervalued and have the potential for capital appreciation. The Fund purchases stocks that are out of favor in the market for reasons we believe will prove to be temporary in nature, or that appear to be inexpensive measured by factors such as price relative to earnings, book value or cash flow. In addition, the Fund will invest in companies with valuable intangibles not reflected in the stock price. This strategy is not aimed at short-term trading gains, nor do we consider the composition of any index. Rather, we try to identify attractively priced, financially sound companies that meet our investment criteria, and we assume at purchase that we will hold the positions for several years. 1. Source: Standard & Poor's Micropal. The Russell 3000 Value Index is market capitalization weighted and measures performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. The index is unmanaged and includes reinvested dividends. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 56. Semiannual Report | 5 PORTFOLIO BREAKDOWN Franklin All Cap Value Fund Based on Total Net Assets as of 4/30/08 (BAR CHART) Energy 19.4% Capital Goods 16.5% Retailing 12.0% Materials 8.2% Insurance 7.5% Consumer Durables & Apparel 6.2% Utilities 4.2% Commercial Services & Supplies 3.8% Food & Staples Retailing 3.2% Diversified Financials 2.2% Transportation 2.0% Technology Hardware & Equipment 2.0% Other 4.9% Short-Term Investments & Other Net Assets 7.9% MANAGER'S DISCUSSION During the period under review, the energy sector was the most significant contributor to Fund performance largely due to record-high oil prices. Sector holdings that helped performance included exploration and production companies Apache and Chesapeake Energy, contracting drilling firm Unit Corp. and oil services company PHI. The consumer staples sector also boosted Fund performance, largely due to food and staples retailer Wal-Mart Stores. Detractors from performance included bond insurer Security Capital Assurance, which suffered losses due to difficult credit market conditions, which caused several credit rating downgrades during the period. Car rental company Dollar Thrifty Automotive Group, a new holding, also hindered results amid weak demand and pricing, and higher costs. Shares of Helix Energy, an oil exploration services company, also declined in value. The Fund experienced steady inflows during the period, and we used a portion of the proceeds to invest in several new and existing positions. New holdings included stocks of Nordstrom, Global Industries and Westlake Chemical, as well as the aforementioned Dollar Thrifty. Additions to existing positions included General Electric, Group 1 Automotive and J.C. Penney. During the period, we liquidated our positions in Pharmaceutical Product Development, Southwest Airlines, Tandy Brands Accessories and Patriot Coal because the shares reached our price targets or we believed the companies' fundamentals had deteriorated. We also reduced our positions in Apache, Lehman Brothers Holdings and Occidental Petroleum. As of April 30, 2008, the Fund held 93 equity positions, and assets increased from $8.97 million to $10.62 million. 6 | Semiannual Report Thank you for your participation in Franklin All Cap Value Fund. We look forward to serving your future investment needs. (PHOTO OF WILLIAM J. LIPPMAN) /s/ William J. Lippman William J. Lippman Co-Portfolio Manager (PHOTO OF STEVEN B. RAINERI) /s/ Steven B. Raineri Steven B. Raineri Co-Portfolio Manager Bruce C. Baughman, CPA Margaret McGee Donald G. Taylor, CPA Portfolio Management Team Franklin All Cap Value Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF APRIL 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. TOP 10 EQUITY HOLDINGS Franklin All Cap Value Fund 4/30/08 COMPANY % OF TOTAL SECTOR/INDUSTRY NET ASSETS - --------------------------------- ---------- Wal-Mart Stores Inc. 3.2% FOOD & STAPLES RETAILING PHI Inc. 3.2% ENERGY Kelly Services Inc., A 2.7% COMMERCIAL SERVICES & SUPPLIES General Electric Co. 2.5% CAPITAL GOODS Apache Corp. 1.9% ENERGY ENSCO International Inc. 1.9% ENERGY Chesapeake Energy Corp. 1.9% ENERGY Unit Corp. 1.7% ENERGY Occidental Petroleum Corp. 1.7% ENERGY Brown Shoe Co. Inc. 1.6% RETAILING Semiannual Report | 7 Performance Summary as of 4/30/08 FRANKLIN ALL CAP VALUE FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: N/A) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$0.40 $9.12 $9.52 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.0531 CLASS C (SYMBOL: N/A) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$0.42 $9.08 $9.50 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.0403 CLASS R (SYMBOL: N/A) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$0.41 $9.11 $9.52 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.0464 ADVISOR CLASS (SYMBOL: N/A) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$0.40 $9.14 $9.54 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.0624 8 | Semiannual Report Performance Summary (CONTINUED) PERFORMANCE(1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AGGREGATE TOTAL RETURNS AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A 6-MONTH INCEPTION (6/1/07) - ------------------------------------- ------- ------------------ Cumulative Total Return(2) -3.62% -8.25% Aggregate Total Return(3) -9.16% -13.52% Value of $10,000 Investment(4) $9,084 $ 8,648 Aggregate Total Return (3/31/08)(5) -18.26% Total Annual Operating Expenses(6) Without Waiver 3.97% With Waiver 1.25% CLASS C 6-MONTH INCEPTION (6/1/07) - ------------------------------------- ------- ------------------ Cumulative Total Return(2) -3.88% -8.78% Aggregate Total Return(3) -4.84% -9.69% Value of $10,000 Investment(4) $9,516 $ 9,031 Aggregate Total Return (3/31/08)(5) -14.56% Total Annual Operating Expenses(6) Without Waiver 4.62% With Waiver 1.90% CLASS R 6-MONTH INCEPTION (6/1/07) - ------------------------------------- ------- ------------------ Cumulative Total Return(2) -3.80% -8.42% Aggregate Total Return(3) -3.80% -8.42% Value of $10,000 Investment(4) $9,620 $ 9,158 Aggregate Total Return (3/31/08)(5) -13.34% Total Annual Operating Expenses(6) Without Waiver 4.12% With Waiver 1.40% ADVISOR CLASS 6-MONTH INCEPTION (6/1/07) - ------------------------------------- ------- ------------------ Cumulative Total Return(2) -3.51% -7.95% Aggregate Total Return(3) -3.51% -7.95% Value of $10,000 Investment(4) $9,649 $ 9,205 Aggregate Total Return (3/31/08)(5) -12.98% Total Annual Operating Expenses(6) Without Waiver 3.62% With Waiver 0.90% 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, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL 1-800/342-5236. THE MANAGER AND ADMINISTRATOR HAVE CONTRACTUALLY AGREED TO LIMIT FUND EXPENSES SO THAT TOTAL ANNUAL FUND OPERATING EXPENSES DO NOT EXCEED THE AMOUNT SHOWN WITH WAIVER (OTHER THAN CERTAIN NON-ROUTINE EXPENSES) FOR EACH SHARE CLASS UNTIL 2/28/09. Semiannual Report | 9 Performance Summary (CONTINUED) ENDNOTES 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 UP TO 25% OF ITS TOTAL ASSETS IN FOREIGN SECURITIES, WHICH INVOLVE SPECIAL RISKS, INCLUDING CURRENCY FLUCTUATIONS AND ECONOMIC AND POLITICAL UNCERTAINTY. HOWEVER, THE MANAGERS CURRENTLY INTEND TO LIMIT FOREIGN INVESTMENTS TO NO MORE THAN 15% OF THE FUND'S TOTAL ASSETS. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: These shares have higher annual fees and expenses than Class A shares. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. 1. If the manager and administrator had not waived fees, the Fund's total returns would have been lower. 2. Cumulative total return represents the change in value of an investment over the periods indicated. 3. Aggregate total return represents the change in value of an investment over the periods indicated. Since the Fund has existed for less than one year, average annual total returns are not available. 4. These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. 5. In accordance with SEC rules, we provide standardized total return information through the latest calendar quarter. 6. Figures are as stated in the Fund's prospectus current as of the date of this report. 10 | Semiannual Report Your Fund's Expenses FRANKLIN ALL CAP VALUE FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Semiannual Report | 11 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 11/1/07 VALUE 4/30/08 PERIOD* 11/1/07-4/30/08 ----------------- -------------- ----------------------- CLASS A Actual $1,000 $ 963.80 $6.10 Hypothetical (5% return before expenses) $1,000 $1,018.65 $6.27 CLASS C Actual $1,000 $ 961.20 $9.26 Hypothetical (5% return before expenses) $1,000 $1,015.42 $9.52 CLASS R Actual $1,000 $ 962.00 $6.83 Hypothetical (5% return before expenses) $1,000 $1,017.90 $7.02 ADVISOR CLASS Actual $1,000 $ 964.90 $4.40 Hypothetical (5% return before expenses) $1,000 $1,020.39 $4.52 * Expenses are calculated using the most recent six-month expense ratio, net of expense waivers, annualized for each class (A: 1.25%; C: 1.90%; R: 1.40%; and Advisor: 0.90%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. 12 | Semiannual Report Franklin Balance Sheet Investment Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Balance Sheet Investment Fund seeks high total return, of which capital appreciation and income are components, by investing most of its assets in equity securities of companies that we believe are undervalued in the marketplace at the time of purchase but that have the potential for capital appreciation. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT franklintempleton.com OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This semiannual report for Franklin Balance Sheet Investment Fund covers the period ended April 30, 2008. PERFORMANCE OVERVIEW Franklin Balance Sheet Investment Fund - Class A had a -7.87% cumulative total return for the six months under review. The Fund performed better than its benchmark, the Russell 3000 Value Index, which declined 9.97% for the same period.(1) The Fund also performed better than the Russell 2000(R) Value Index, which declined 11.55%.(2) We are changing the Fund's benchmark to the Russell 3000 Value Index, which is more consistent with our investment strategy, in that it does not target a particular market capitalization. Franklin Balance Sheet Investment Fund has never used market capitalization as an investment criterion. Please note the Fund employs a bottom-up stock selection process and we invest in securities without regard to benchmark comparisons. Although this report covers a six-month period, our investment strategy aims for long-term results. You can find the Fund's long-term performance data in the Performance Summary beginning on page 16. INVESTMENT STRATEGY Our strategy is to buy shares of financially sound, well-established companies at a low price-to-book value when we have reasonable confidence that book value will increase over several years. Book value per share is a given company's net worth or shareholders' equity on an accounting or "book" basis, divided by shares outstanding. We define "low price-to-book value" as the lower two deciles (20%) of our investible universe, which we derive from a proprietary database for screening purposes. This strategy is not aimed at short-term trading 1. Source: Standard & Poor's Micropal. The Russell 3000 Value Index is market capitalization weighted and measures performance of those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth values. 2. Source: Standard & Poor's Micropal. The Russell 2000 Value Index is market capitalization weighted and measures performance of those Russell 2000 Index companies with lower price-to-book ratios and lower forecasted growth values. The indices are unmanaged and include reinvested dividends. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 64. Semiannual Report | 13 gains, nor do we consider the composition of any index. Rather, we try to identify individual companies that meet our investment criteria, and we assume at purchase that we will hold the positions for several years. PORTFOLIO BREAKDOWN Franklin Balance Sheet Investment Fund Based on Total Net Assets as of 4/30/08 (BAR CHART) Insurance 20.0% Capital Goods 11.6% Materials 9.8% Utilities 9.5% Energy 7.0% Consumer Durables & Apparel 5.8% Transportation 5.7% Food, Beverage & Tobacco 5.5% Retailing 5.0% Banks 3.7% Other 8.1% Short-Term Investments & Other Net Assets 8.3% MANAGER'S DISCUSSION During the six months under review, we identified two new investment opportunities: Chubb, a property and casualty insurer, and Washington Mutual, a financial services company primarily focused on mortgage and consumer lending. We also added to existing positions Avista, Corus Bankshares, MBIA, National Western Life Insurance, Old Republic International, Werner Enterprises, Westlake Chemical and Zale, among others. These companies have little in common apart from satisfying our investment criteria. In each case we believed we were taking advantage of negative perceptions in the market to establish or increase positions that would produce positive results in future years. Cash deployed into new and existing positions totaled $130 million. Portfolio sales totaled $464 million. Sales were predominantly in response to price appreciation. We eliminated a small position in Mesa Air Group at a loss, and a much larger holding, Monsanto, at a substantial gain. There were also two completed takeovers: Kellwood (apparel) and Midland (insurance). Kellwood was a disappointment, but Midland's sale was consistent with our investment goals. Historically, takeovers have been an important part of the Fund's investment returns. Such activity was greatly reduced during the first half of the Fund's 2008 fiscal year compared to prior periods. We believe the falloff reflected credit market disruptions that began with subprime mortgages early in 2007. The various security sales generated net realized gains of $337 million, nearly all of it long term. Steel companies United States Steel and Nucor were among the strongest contributors to Fund performance. Other contributors included Tecumseh Products (compressors), KGen Power (power generation), Universal (tobacco leaf), Norfolk Southern and Burlington Northern Santa Fe (rail transportation), Hasbro (toys and games), D.R. Horton (homebuilding), Big Lots (discount retail), and National Western Life Insurance. There were more detractors from performance than contributors, especially among financials, such as CIT Group, Freddie Mac, Prudential Financial, MBIA, E-L Financial and PMI Group. Other detractors included Dollar Thrifty Automotive Group (car rental), CNH Global (construction and agricultural equipment), Exterran Holdings (gas compression), PNM Resources and Sierra Pacific Resources (electric utilities) and Saks (retailing). The financial holdings suffered from credit shocks created by the collapsing housing 14 | Semiannual Report market. Most of the others named, and many more among our holdings, gave up some of the significant gains achieved during our ownership. Unpleasant as that is, the market reflected what we believe were conditions better suited to value investors like ourselves than we have seen since we closed the Fund to new investors in 2002. Largely as a consequence of these market changes, our directors elected to reopen Franklin Balance Sheet Investment Fund to new investors beginning on May 1, 2008. At April 30, 2008, the Fund's total net assets were $3.8 billion with short-term investments and other net assets of 8.3%, as compared to $4.9 billion and 10.5%, respectively, on October 31, 2007. Net shareholder redemptions were $642 million during the six-month period. Thank you for your continued participation in Franklin Balance Sheet Investment Fund. We look forward to serving your future investment needs. (PHOTO OF BRUCE C. BAUGHMAN) /s/ Bruce C. Baughman Bruce C. Baughman, CPA Lead Portfolio Manager William J. Lippman Margaret McGee Donald G. Taylor, CPA Portfolio Management Team Franklin Balance Sheet Investment Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF APRIL 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. TOP 10 EQUITY HOLDINGS Franklin Balance Sheet Investment Fund 4/30/08 COMPANY % OF TOTAL SECTOR/INDUSTRY NET ASSETS - -------------------------------- ---------- Prudential Financial Inc. 2.3% INSURANCE Corn Products International Inc. 2.3% FOOD, BEVERAGE & TOBACCO KGen Power Corp. 2.2% UTILITIES Reliance Steel & Aluminum Co. 2.1% MATERIALS Norfolk Southern Corp. 2.0% TRANSPORTATION American National Insurance Co. 1.9% INSURANCE Old Republic International Corp. 1.9% INSURANCE Entergy Corp. 1.8% UTILITIES Sierra Pacific Resources 1.7% UTILITIES Trinity Industries Inc. 1.7% CAPITAL GOODS Semiannual Report | 15 Performance Summary as of 4/30/08 FRANKLIN BALANCE SHEET INVESTMENT FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FRBSX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------- ------- -------- Net Asset Value (NAV) -$11.91 $57.45 $69.36 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.6729 Short-Term Capital Gain $0.0682 Long-Term Capital Gain $5.6390 TOTAL $6.3801 CLASS B (SYMBOL: FBSBX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------- ------- -------- Net Asset Value (NAV) -$11.46 $56.66 $68.12 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.1062 Short-Term Capital Gain $0.0682 Long-Term Capital Gain $5.6390 TOTAL $5.8134 CLASS C (SYMBOL: FCBSX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------- ------- -------- Net Asset Value (NAV) -$11.44 $56.78 $68.22 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.1000 Short-Term Capital Gain $0.0682 Long-Term Capital Gain $5.6390 TOTAL $5.8072 CLASS R (SYMBOL: FBSRX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------- ------- -------- Net Asset Value (NAV) -$11.79 $57.04 $68.83 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.5130 Short-Term Capital Gain $0.0682 Long-Term Capital Gain $5.6390 TOTAL $6.2202 ADVISOR CLASS (SYMBOL: FBSAX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------- ------- -------- Net Asset Value (NAV) -$12.04 $57.49 $69.53 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.8586 Short-Term Capital Gain $0.0682 Long-Term Capital Gain $5.6390 TOTAL $6.5658 16 | Semiannual Report Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------------------------------------- ------- ------- -------- --------- Cumulative Total Return(1) -7.87% -11.66% +99.09% +135.45% Average Annual Total Return(2) -13.16% -16.74% +13.41% +8.30% Value of $10,000 Investment(3) $ 8,684 $ 8,326 $18,765 $ 22,190 Avg. Ann. Total Return (3/31/08)(4) -18.92% +13.43% +7.82% Total Annual Operating Expenses(5) 0.92% CLASS B 6-MONTH 1-YEAR 5-YEAR INCEPTION (3/1/01) - ------------------------------------- ------- ------- -------- ------------------ Cumulative Total Return(1) -8.22% -12.33% +61.91% +101.35% Average Annual Total Return(2) -11.54% -15.51% +13.65% +10.26% Value of $10,000 Investment(3) $ 8,846 $ 8,449 $18,961 $ 20,135 Avg. Ann. Total Return (3/31/08)(4) -17.71% +13.67% +9.50% Total Annual Operating Expenses(5) 1.68% CLASS C 6-MONTH 1-YEAR 5-YEAR INCEPTION (3/1/01) - ------------------------------------- ------- ------- -------- ------------------ Cumulative Total Return(1) -8.18% -12.31% +91.66% +101.53% Average Annual Total Return(2) -9.01% -13.10% +13.90% +10.28% Value of $10,000 Investment(3) $9,099 $ 8,690 $19,166 $ 20,153 Avg. Ann. Total Return (3/31/08)(4) -15.37% +13.91% +9.52% Total Annual Operating Expenses(5) 1.68% CLASS R 6-MONTH 1-YEAR 5-YEAR INCEPTION (1/1/02) - ------------------------------------- ------- -------- -------- ------------------ Cumulative Total Return(1) -8.00% -11.90% +96.44% +85.85% Average Annual Total Return(2) -8.00% -11.90% +14.46% +10.30% Value of $10,000 Investment(3) $9,200 $8,810 $19,644 $18,585 Avg. Ann. Total Return (3/31/08)(4) -14.18% +14.48% +9.44% Total Annual Operating Expenses(5) 1.18% ADVISOR CLASS(6) 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------------------------------------- ------- -------- -------- --------- Cumulative Total Return(1) -7.76% -11.45% +101.49% +139.42% Average Annual Total Return(2) -7.76% -11.45% +15.04% +9.12% Value of $10,000 Investment(3) $9,224 $ 8,855 $ 20,149 $ 23,942 Avg. Ann. Total Return (3/31/08)(4) -13.75% +15.06% +8.64% Total Annual Operating Expenses(5) 0.68% 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, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL 1-800/342-5236. Semiannual Report | 17 Performance Summary (CONTINUED) ENDNOTES INVESTING IN SMALLER COMPANIES INVOLVES ADDITIONAL RISKS, AS THE PRICE OF SUCH SECURITIES CAN BE VOLATILE, PARTICULARLY OVER THE SHORT TERM. INVESTORS SHOULD EXPECT FLUCTUATION IN THE VALUE OF THEIR INVESTMENT, ESPECIALLY OVER THE SHORT TERM. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS A: Prior to 1/2/01, these shares were offered at a lower initial sales charge; thus actual total returns may differ. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. 1. Cumulative total return represents the change in value of an investment over the periods indicated. 2. Average annual total return represents the average annual change in value of an investment over the periods indicated. Six-month return has not been annualized. 3. These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. 4. In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. 5. Figures are as stated in the Fund's prospectus current as of the date of this report. 6. Effective 3/1/01, the Fund began offering Advisor Class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 3/1/01, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 2/28/01, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 3/1/01 (commencement of sales), the cumulative and average annual total returns of Advisor Class shares were +116.25% and +11.37%. 18 | Semiannual Report Your Fund's Expenses FRANKLIN BALANCE SHEET INVESTMENT FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Semiannual Report | 19 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 11/1/07 VALUE 4/30/08 PERIOD* 11/1/07-4/30/08 ----------------- -------------- ----------------------- CLASS A Actual $1,000 $ 921.30 $4.44 Hypothetical (5% return before expenses) $1,000 $1,020.24 $4.67 CLASS B Actual $1,000 $ 917.80 $8.06 Hypothetical (5% return before expenses) $1,000 $1,016.46 $8.47 CLASS C Actual $1,000 $ 918.20 $8.06 Hypothetical (5% return before expenses) $1,000 $1,016.46 $8.47 CLASS R Actual $1,000 $ 920.00 $5.68 Hypothetical (5% return before expenses) $1,000 $1,018.95 $5.97 ADVISOR CLASS Actual $1,000 $ 922.40 $3.30 Hypothetical (5% return before expenses) $1,000 $1,021.43 $3.47 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 0.93%; B: 1.69%; C: 1.69%; R: 1.19%; and Advisor: 0.69%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. 20 | Semiannual Report Franklin Large Cap Value Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Large Cap Value Fund seeks long-term capital appreciation by investing at least 80% of its net assets in large capitalization companies that we believe are undervalued. We define large capitalization companies as those with market capitalizations that are similar in size at the time of purchase to those in the Russell 1000(R) Index.(1) PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT franklintempleton.com OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This semiannual report for Franklin Large Cap Value Fund covers the period ended April 30, 2008. PERFORMANCE OVERVIEW Franklin Large Cap Value Fund - Class A had a -6.27% cumulative total return for the six months under review. The Fund performed better than its benchmark, the Russell 1000 Value Index, which declined 9.83% for the same period.(2) Please note the Fund employs a bottom-up stock selection process and we invest in securities without regard to benchmark comparisons. Although this report covers a six-month period, our investment strategy aims for longterm results. You can find the Fund's long-term performance data in the Performance Summary beginning on page 24. INVESTMENT STRATEGY We seek to invest in securities of large capitalization companies that we believe are selling below their underlying worth and hold them until they reach what we consider is their fair market value. Our aim is to construct a diversified portfolio of fundamentally sound companies purchased at attractive prices, often when they are out of favor with other investors for reasons we believe are temporary. Portfolio securities are selected without regard to benchmark comparisons and are based on fundamental bottom-up research focusing on several criteria, such as low price relative to earnings, cash flow or book value. We also consider stocks with recent sharp price declines that we believe still have significant growth potential or that possess valuable intangibles not reflected in the stock price. 1. The Russell 1000 Index is market capitalization weighted and measures performance of the 1,000 largest companies in the Russell 3000 Index, which represent approximately 92% of total market capitalization in the Russell 3000 Index. 2. Source: Standard & Poor's Micropal. The Russell 1000 Value Index is market capitalization weighted and measures performance of those Russell 1000 Index companies with lower price-to-book ratios and lower forecasted growth values. The index is unmanaged and includes reinvested dividends. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 74. Semiannual Report | 21 PORTFOLIO BREAKDOWN Franklin Large Cap Value Fund Based on Total Net Assets as of 4/30/08 (BAR CHART) Energy 16.9% Capital Goods 15.0% Materials 10.1% Insurance 7.5% Diversified Financials 6.3% Consumer Durables & Apparel 6.2% Banks 5.2% Pharmaceuticals, Biotechnology & Life Sciences 5.0% Household & Personal Products 4.9% Technology Hardware & Equipment 4.7% Retailing 3.7% Food & Staples Retailing 3.4% Software & Services 2.2% Other 7.1% Short-Term Investments & Other Net Assets 1.8% MANAGER'S DISCUSSION During the period under review, the energy sector contributed to Fund performance, as did the materials and consumer staples sectors.(3) Key energy sector contributors included Apache, Devon Energy and Occidental Petroleum as oil prices reached record highs during the period. In the materials sector, steel products manufacturer Nucor helped performance, while in the consumer staples sector, food and staples retailer Wal-Mart Stores performed well. By sector, the financials sector was the biggest detractor during the period, followed by industrials and health care.(4) Financials sector holdings that hindered Fund returns included insurer Ambac Financial Group, diversified financials company Citigroup, and thrifts and mortgage finance companies Freddie Mac and Washington Mutual. In the industrials sector, capital goods conglomerate General Electric hurt performance, while in the health care sector, pharmaceuticals company Merck declined in value. During the reporting period, the Fund initiated a position in retailer Nordstrom. We also added to six existing holdings: insurer American International Group, consumer products company Fortune Brands, retailer J.C. Penney, Merck, Nucor and Washington Mutual. The Fund did not fully liquidate any positions during the period; however, we reduced several holdings either because we believed the shares were fully valued or the companies' fundamentals had deteriorated. Significant sales included capital goods company 3M, technology hardware and equipment manufacturer International Business Machines, restaurant company McDonald's, and household products manufacturer Procter & Gamble. 3. The consumer staples sector comprises food and staples retailing, and household and personal products in the SOI. 4. The financials sector comprises banks, diversified financials and insurance in the SOI. The industrials sector comprises capital goods and transportation in the SOI. The health care sector comprises health care equipment and services; and pharmaceuticals, biotechnology and life sciences in the SOI. 22 | Semiannual Report Thank you for your continued participation in Franklin Large Cap Value Fund. We look forward to serving your future investment needs. (PHOTO OF WILLIAM J. LIPPMAN) /s/ William J. Lippman William J. Lippman Lead Portfolio Manager Bruce C. Baughman, CPA Margaret McGee Donald G. Taylor, CPA Portfolio Management Team Franklin Large Cap Value Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF APRIL 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. TOP 10 EQUITY HOLDINGS Franklin Large Cap Value Fund 4/30/08 COMPANY % OF TOTAL SECTOR/INDUSTRY NET ASSETS - ------------------------------------- ---------- Illinois Tool Works Inc. 3.5% CAPITAL GOODS General Electric Co. 3.4% CAPITAL GOODS Wal-Mart Stores Inc. 3.4% FOOD & STAPLES RETAILING Apache Corp. 3.4% ENERGY Nucor Corp. 3.3% MATERIALS Occidental Petroleum Corp. 3.1% ENERGY Exxon Mobil Corp. 3.1% ENERGY International Business Machines Corp. 3.1% TECHNOLOGY HARDWARE & EQUIPMENT Praxair Inc. 3.0% MATERIALS United Technologies Corp. 2.8% CAPITAL GOODS Semiannual Report | 23 Performance Summary as of 4/30/08 FRANKLIN LARGE CAP VALUE FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FLVAX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$2.26 $14.49 $16.75 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.2335 Short-Term Capital Gain $0.2263 Long-Term Capital Gain $0.7475 TOTAL $1.2073 CLASS B (SYMBOL: FBLCX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$2.18 $14.34 $16.52 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.1162 Short-Term Capital Gain $0.2263 Long-Term Capital Gain $0.7475 TOTAL $1.0900 CLASS C (SYMBOL: FLCVX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$2.18 $14.33 $16.51 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.1120 Short-Term Capital Gain $0.2263 Long-Term Capital Gain $0.7475 TOTAL $1.0858 CLASS R (SYMBOL: FLCRX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$2.25 $14.36 $16.61 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.2141 Short-Term Capital Gain $0.2263 Long-Term Capital Gain $0.7475 TOTAL $1.1879 ADVISOR CLASS (SYMBOL: N/A) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$2.31 $14.45 $16.76 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.2983 Short-Term Capital Gain $0.2263 Long-Term Capital Gain $0.7475 TOTAL $1.2721 24 | Semiannual Report Performance Summary (CONTINUED) PERFORMANCE(1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A 6-MONTH 1-YEAR 5-YEAR INCEPTION (6/1/00) - ------------------------------------- ------- ------- ------- ------------------ Cumulative Total Return(2) -6.27% -5.14% +61.68% +79.76% Average Annual Total Return(3) -11.65% -10.59% +8.79% +6.89% Value of $10,000 Investment(4) $ 8,835 $ 8,941 $15,237 $16,943 Avg. Ann. Total Return (3/31/08)(5) -11.99% +9.20% +6.30% Total Annual Operating Expenses(6) 1.38% CLASS B 6-MONTH 1-YEAR 5-YEAR INCEPTION (6/1/00) - ------------------------------------- ------- ------- ------- ------------------ Cumulative Total Return(2) -6.60% -5.80% +56.45% +71.00% Average Annual Total Return(3) -10.07% -9.31% +9.08% +7.02% Value of $10,000 Investment(4) $ 8,993 $ 9,069 $15,445 $17,100 Avg. Ann. Total Return (3/31/08)(5) -10.65% +9.51% +6.44% Total Annual Operating Expenses(6) 2.04% CLASS C 6-MONTH 1-YEAR 5-YEAR INCEPTION (6/1/00) - ------------------------------------- ------- ------- ------- ------------------ Cumulative Total Return(2) -6.63% -5.83% +56.45% +70.95% Average Annual Total Return(3) -7.50% -6.71% +9.36% +7.01% Value of $10,000 Investment(4) $9,250 $9,329 $15,645 $17,095 Avg. Ann. Total Return (3/31/08)(5) -8.10% +9.77% +6.44% Total Annual Operating Expenses(6) 2.03% CLASS R 6-MONTH 1-YEAR 5-YEAR INCEPTION (8/1/02) - ------------------------------------- ------- ------- ------- ------------------ Cumulative Total Return(2) -6.33% -5.36% +60.32% +65.24% Average Annual Total Return(3) -6.33% -5.36% +9.90% +9.14% Value of $10,000 Investment(4) $9,367 $ 9,464 $16,032 $16,524 Avg. Ann. Total Return (3/31/08)(5) -6.78% +10.31% +8.34% Total Annual Operating Expenses(6) 1.54% ADVISOR CLASS(7) 6-MONTH 1-YEAR 5-YEAR INCEPTION (6/1/00) - ------------------------------------- ------- ------- ------- ------------------ Cumulative Total Return(2) -6.12% -4.87% +63.05% +81.29% Average Annual Total Return(3) -6.12% -4.87% +10.27% +7.81% Value of $10,000 Investment(4) $9,388 $ 9,513 $16,305 $18,129 Avg. Annx. Total Return (3/31/08)(5) -6.29% +10.69% +7.22% Total Annual Operating Expenses(6) 1.04% 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, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL 1-800/342-5236. Semiannual Report | 25 Performance Summary (CONTINUED) ENDNOTES WHILE STOCKS HAVE HISTORICALLY OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, THEY TEND TO FLUCTUATE MORE DRAMATICALLY OVER THE SHORT TERM. THESE PRICE MOVEMENTS MAY RESULT FROM FACTORS AFFECTING INDIVIDUAL COMPANIES, INDUSTRIES OR THE SECURITIES MARKETS AS A WHOLE. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. 1. Past expense reductions by the Fund's manager increased the Fund's total returns. If the manager had not taken this action, the Fund's total returns would have been lower. 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. Six-month return has not been annualized. 4. These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. 5. In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. 6. Figures are as stated in the Fund's prospectus current as of the date of this report. 7. Effective 11/1/05, the Fund began offering Advisor Class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 11/1/05, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 10/31/05, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 11/1/05 (commencement of sales), the cumulative and average annual total returns of Advisor Class shares were +19.10% and +7.26%. 26 | Semiannual Report Your Fund's Expenses FRANKLIN LARGE CAP VALUE FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. Semiannual Report | 27 Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 11/1/07 VALUE 4/30/08 PERIOD* 11/1/07-4/30/08 ----------------- -------------- ----------------------- CLASS A Actual $1,000 $ 937.30 $ 6.61 Hypothetical (5% return before expenses) $1,000 $1,018.04 $ 6.89 CLASS B Actual $1,000 $ 934.00 $ 9.96 Hypothetical (5% return before expenses) $1,000 $1,014.52 $10.38 CLASS C Actual $1,000 $ 933.70 $ 9.95 Hypothetical (5% return before expenses) $1,000 $1,014.57 $10.36 CLASS R Actual $1,000 $ 936.70 $ 7.57 Hypothetical (5% return before expenses) $1,000 $1,017.01 $ 7.89 ADVISOR CLASS Actual $1,000 $ 938.80 $ 5.17 Hypothetical (5% return before expenses) $1,000 $1,019.49 $ 5.38 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 1.37%; B: 2.07%; C: 2.07%; R: 1.57%; and Advisor: 1.07%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. 28 | Semiannual Report Franklin MicroCap Value Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin MicroCap Value Fund seeks high total return, of which capital appreciation and income are components, by investing at least 80% of its net assets in securities of companies with market capitalizations under $400 million at the time of purchase, which we believe are undervalued in the marketplace. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT franklintempleton.com OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This semiannual report for Franklin MicroCap Value Fund covers the period ended April 30, 2008. PERFORMANCE OVERVIEW Franklin MicroCap Value Fund - Class A had a -14.52% cumulative total return for the six months under review. The Fund underperformed its benchmark, the Russell 2000 Value Index, which declined 11.55% for the same period.(1) Please note the Fund employs a bottom-up stock selection process and we invest in securities without regard to benchmark comparisons. Although this report covers a six-month period, our investment strategy aims for long-term results. You can find the Fund's long-term performance data in the Performance Summary beginning on page 32. INVESTMENT STRATEGY Our strategy is to buy shares of financially sound, well-established companies at a low price-to-book value, where we have reasonable confidence that book value will increase over several years. We limit purchases to companies with market capitalizations of less than $400 million, which we define as "microcap." Book value per share is a company's net worth or shareholders' equity on an accounting or "book" basis, divided by shares outstanding. This strategy is not aimed at short-term trading gains, nor do we consider the composition of any index. Rather, we try to identify individual companies that meet our investment criteria, and we assume at purchase that we will hold the positions for several years. 1. Source: Standard & Poor's Micropal. The Russell 2000 Value Index is market capitalization weighted and measures performance of those Russell 2000 Index companies with lower price-to-book ratios and lower forecasted growth values. The index is unmanaged and includes reinvested dividends. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 79. Semiannual Report | 29 (BAR CHART) PORTFOLIO BREAKDOWN Franklin MicroCap Value Fund Based on Total Net Assets as of 4/30/08 Capital Goods 15.4% Food, Beverage & Tobacco 13.9% Materials 10.1% Commercial Services & Supplies 6.8% Insurance 5.5% Retailing 5.0% Consumer Durables & Apparel 4.3% Transportation 4.3% Energy 3.9% Telecommunication Services 3.5% Banks 3.0% Real Estate 2.6% Food & Staples Retailing 2.5% Other 2.9% Short-Term Investments & Other Net Assets 16.3% MANAGER'S DISCUSSION On April 30, 2008, the Fund's total net assets were $397 million, and short-term investments and other net assets stood at 16.3%, compared with total net assets of $501 million on October 31, 2007, and short-term investments and other net assets of 17.3%. The Fund closed to new investors (with the exception of certain retirement accounts) in January 2004. The close does not restrict existing shareholders from adding to or reducing their investment in the Fund, except that once an account is reduced to zero, it may not be reopened unless the Fund reopens. Net Fund outflows to existing shareholders were $26.2 million during the six-month period. We identified four new investment opportunities during the period under review: Fred's, a discount retailer; Shoe Carnival, a footwear retailer; Spherion, a staffing company; and WSB Holdings, a savings bank based in Maryland. We also added to several existing positions, including Hardinge, Kohlberg Capital, Mercer Insurance Group and P.A.M. Transportation Services. Cash deployed into new and existing positions totaled $20.8 million during the period. Proceeds from portfolio sales and capital distributions totaled $27.1 million, including $3.1 million from two takeovers, Printronix and SEMCO Energy, which were announced prior to the period under review. There were no new takeover announcements in the Fund. By contrast, more than half of the $49.5 million in total portfolio sales in the prior year's semiannual period was generated by takeovers. Historically, takeovers have been an important part of the Fund's investment returns. We believe the drop in takeovers reflects disruptions in the credit markets that began with subprime mortgages early in 2007. We also eliminated three other positions: Exponent, Maine & Maritimes, and National RV Holdings. The first two represented outcomes consistent with our expectations at time of purchase. National RV generated a substantial loss. The balance of portfolio sales was generally in response to price appreciation, including some that were among the strongest contributors to Fund performance during the period under review. Positions that contributed most positively to Fund performance during the six months included Omega Protein (fish meal and oil), Tecumseh Products (compressors), PHI (helicopter transportation), Northwest Pipe (steel pipe), Smith Investment (electric motors and hot water heaters), and Central Steel & Wire (steel service center). There were many more detractors from performance than contributors. These included Hardinge (machine tools), Delta Apparel (T-shirts, team uniforms and other activewear), Duckwall-ALCO Stores (retailing), RTI International Metals 30 | Semiannual Report (titanium), Healthcare Services Group (laundry, linen and food service for nursing homes), Tandy Brands Accessories (fashion accessories), Beverly Hills Bancorp (mortgage services), Bresler & Reiner (real estate development), and Courier (book printing and publishing). Most of these detractors and many more among our holdings gave up some of the significant gains achieved during our ownership. Unpleasant as that is, the market reflected what we believe were conditions better suited to value investors like ourselves than we have seen since we closed the Fund to new investors in 2004. Thank you for your continued participation in Franklin MicroCap Value Fund. We look forward to serving your future investment needs. (PHOTO OF BRUCE C. BAUGHMAN) /s/ Bruce C. Baughman Bruce C. Baughman, CPA Lead Portfolio Manager William J. Lippman Margaret McGee Donald G. Taylor, CPA Portfolio Management Team Franklin MicroCap Value Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF APRIL 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. TOP 10 EQUITY HOLDINGS Franklin MicroCap Value Fund 4/30/08 COMPANY % OF TOTAL SECTOR/INDUSTRY NET ASSETS - ------------------------------- ---------- PHI Inc. 3.9% ENERGY Seneca Foods Corp., A, B & pfd. 3.5% FOOD, BEVERAGE & TOBACCO Omega Protein Corp. 3.3% FOOD, BEVERAGE & TOBACCO Smithfield Foods Inc. 3.3% FOOD, BEVERAGE & TOBACCO Hardinge Inc. 3.3% CAPITAL GOODS Atlantic Tele-Network Inc. 3.2% TELECOMMUNICATION SERVICES American Pacific Corp. 2.9% MATERIALS CIRCOR International Inc. 2.6% CAPITAL GOODS Village Super Market Inc., A 2.5% FOOD & STAPLES RETAILING ACMAT Corp., A 2.4% INSURANCE Semiannual Report | 31 Performance Summary as of 4/30/08 FRANKLIN MICROCAP VALUE FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FRMCX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------- ------- -------- Net Asset Value (NAV) -$11.80 $32.22 $44.02 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.4116 Long-Term Capital Gain $5.2128 TOTAL $5.6244 ADVISOR CLASS (SYMBOL: FVRMX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------- ------- -------- Net Asset Value (NAV) -$11.89 $32.25 $44.14 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.5273 Long-Term Capital Gain $5.2128 TOTAL $5.7401 PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS AND VAL UE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; ADVISOR CLASS: NO SALES CHARGES. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------------------------------------- ------- ------- -------- -------- Cumulative Total Return(1) -14.52% -15.77% +99.03% +149.15% Average Annual Total Return(2) -19.45% -20.62% +13.41% +8.91% Value of $10,000 Investment(3) $ 8,055 $ 7,938 $ 18,759 $ 23,484 Avg. Ann. Total Return (3/31/08)(4) -18.63% +14.03% +9.48% Total Annual Operating Expenses(5) 1.20% ADVISOR CLASS(6) 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------------------------------------- ------- ------- -------- -------- Cumulative Total Return(1) -14.43% -15.55% +100.25% +150.67% Average Annual Total Return(2) -14.43% -15.55% +14.90% +9.63% Value of $10,000 Investment(3) $ 8,557 $ 8,445 $ 20,025 $ 25,067 Avg. Ann. Total Return (3/31/08)(4) -13.45% +15.52% +10.19% Total Annual Operating Expenses(5) 0.96% 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 YO UR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. FOR MOST RECENT MONTH-END PERFORMANCE, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL 1-800/342-5236. 32 | Semiannual Report Performance Summary (CONTINUED) ENDNOTES 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. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS A: Prior to 8/3/98, these shares were offered at a lower initial sales charge; thus actual total returns may differ. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. 1. Cumulative total return represents the change in value of an investment over the periods indicated. 2. Average annual total return represents the average annual change in value of an investment over the periods indicated. Six-month return has not been annualized. 3. These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. 4. In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. 5. Figures are as stated in the Fund's prospectus current as of the date of this report. 6. Effective 11/1/05, the Fund began offering Advisor Class shares, which do not have sales charges or a Rule 12b-1 plan. Performance quotations for this class reflect the following methods of calculation: (a) For periods prior to 11/1/05, a restated figure is used based upon the Fund's Class A performance, excluding the effect of Class A's maximum initial sales charge, but reflecting the effect of the Class A Rule 12b-1 fees; and (b) for periods after 10/31/05, actual Advisor Class performance is used reflecting all charges and fees applicable to that class. Since 11/1/05 (commencement of sales), the cumulative and average annual total returns of Advisor Class shares were +14.28% and +5.50%. Semiannual Report | 33 Your Fund's Expenses FRANKLIN MICROCAP VALUE FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 34 | Semiannual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 11/1/07 VALUE 4/30/08 PERIOD* 11/1/07-4/30/08 ----------------- -------------- ----------------------- CLASS A Actual $1,000 $ 854.80 $5.07 Hypothetical (5% return before expenses) $1,000 $1,019.39 $5.52 ADVISOR CLASS Actual $1,000 $ 855.70 $3.97 Hypothetical (5% return before expenses) $1,000 $1,020.59 $4.32 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 1.10% and Advisor: 0.86%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. Semiannual Report | 35 Franklin MidCap Value Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin MidCap Value Fund seeks long-term total return by investing at least 80% of net assets in securities of mid-capitalization companies that we believe are undervalued. We define mid-capitalization companies as those with market capitalizations that are similar in size at the time of purchase to those in the Russell Midcap(TM) Index.(1) PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT franklintempleton.com OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This semiannual report for Franklin MidCap Value Fund covers the period ended April 30, 2008. PERFORMANCE OVERVIEW Franklin MidCap Value Fund - Class A had a -6.36% cumulative total return for the six months under review. The Fund performed better than its benchmark, the Russell Midcap Value Index, which declined 9.20% for the same period.(2) Please note the Fund employs a bottom-up stock selection process and we invest in securities without regard to benchmark comparisons. Although this report covers a six-month period, our investment strategy aims for long-term results. You can find more of the Fund's performance data in the Performance Summary beginning on page 39. INVESTMENT STRATEGY Our goal is to invest in mid-capitalization companies that we determine are currently undervalued and have the potential for capital appreciation. The Fund purchases stocks that are out of favor in the market for reasons we believe will prove to be temporary in nature. In addition, the Fund will invest in companies with valuable intangibles not reflected in the stock price. This strategy is not aimed at short-term trading gains, nor do we consider the composition of any index. Rather, we try to identify attractively priced, financially sound companies that meet our investment criteria, and we assume at purchase that we will hold the positions for several years. 1. The Russell Midcap Index is market capitalization weighted and measures performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 26% of total market capitalization of the Russell 1000 Index. 2. Source: Standard & Poor's Micropal. The Russell Midcap Value Index is market capitalization weighted and measures performance of those Russell Midcap Index companies with lower price-to-book ratios and lower forecasted growth values. The index is unmanaged and includes reinvested dividends. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 87. 36 | Semiannual Report MANAGER'S DISCUSSION During the period under review, several energy sector holdings that performed well were Chesapeake Energy, Peabody Energy and ENSCO International, which benefited during the period from high energy prices. Transportation company J.B. Hunt Transport Services also was a key contributor to performance as growth in the company's intermodal business helped offset weak demand and high fuel costs for traditional trucking services. Detractors from performance included diversified financial companies CIT Group and KKR Private Equity Investors, which were negatively affected by the recent credit market upheaval. Capital goods manufacturers Oshkosh and Carlisle also hindered performance due largely to fears that a weak economy could negatively impact results. Consumer products company Fortune Brands declined in value as its home products business was hurt by the housing market downturn and slowing economy. During the reporting period, we added to several existing holdings, as well as initiated positions in four stocks we believed were attractively valued. Our new positions were in mortgage banking company Freddie Mac, motorcycle manufacturer Harley Davidson, department store Nordstrom and capital equipment manufacturer Terex. We liquidated four positions during the period, either because we believed the stocks were fully valued or the companies' fundamentals had deteriorated. We sold our holdings in home builder Lennar, contract resource organization Pharmaceutical Product Development, beauty supplies distributor Sally Beauty Holdings and Southwest Airlines. (BAR CHART) PORTFOLIO BREAKDOWN Franklin MidCap Value Fund Based on Total Net Assets as of 4/30/08 Capital Goods 15.1% Energy 11.6% Materials 11.5% Consumer Durables & Apparel 7.9% Utilities 7.3% Food, Beverage & Tobacco 6.5% Insurance 5.7% Automobiles & Components 4.0% Banks 3.4% Retailing 3.2% Diversified Financials 2.9% Software & Services 2.9% Transportation 2.5% Health Care Equipment & Services 2.3% Pharmaceuticals, Biotechnology & Life Sciences 2.0% Other 2.0% Short-Term Investments & Other Net Assets 9.2% Semiannual Report | 37 TOP 10 EQUITY HOLDINGS Franklin MidCap Value Fund 4/30/08 COMPANY % OF TOTAL SECTOR/INDUSTRY NET ASSETS - ------------------------------- ---------- Atmos Energy Corp. 3.5% UTILITIES Fortune Brands Inc. 3.2% CONSUMER DURABLES & APPAREL DTE Energy Co. 3.1% UTILITIES McCormick & Co. Inc. 3.0% FOOD, BEVERAGE & TOBACCO SAIC Inc. 2.9% SOFTWARE & SERVICES Autoliv Inc. (Sweden) 2.9% AUTOMOBILES & COMPONENTS Overseas Shipholding Group Inc. 2.8% ENERGY Celanese Corp., A 2.8% MATERIALS Dean Foods Co. 2.6% FOOD, BEVERAGE & TOBACCO Embraer-Empresa Brasileira de Aeronautica SA, ADR (Brazil) 2.6% CAPITAL GOODS Thank you for your continued participation in Franklin MidCap Value Fund. We look forward to serving your future investment needs. (PHOTO OF Sam Kerner) /s/ Sam Kerner Sam Kerner, CFA Lead Portfolio Manager Bruce C. Baughman, CPA William J. Lippman Margaret McGee Donald G. Taylor, CPA Portfolio Management Team Franklin MidCap Value Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF APRIL 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. 38 | Semiannual Report Performance Summary as of 4/30/08 FRANKLIN MIDCAP VALUE FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FMVAX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$1.03 $10.89 $11.92 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.1284 Short-Term Capital Gain $0.0278 Long-Term Capital Gain $0.1187 TOTAL $0.2749 CLASS C (SYMBOL: FMVCX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$0.98 $10.83 $11.81 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.0597 Short-Term Capital Gain $0.0278 Long-Term Capital Gain $0.1187 TOTAL $0.2062 CLASS R (SYMBOL: N/A) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$0.99 $10.88 $11.87 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.0813 Short-Term Capital Gain $0.0278 Long-Term Capital Gain $0.1187 TOTAL $0.2278 ADVISOR CLASS (SYMBOL: N/A) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$1.05 $10.94 $11.99 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.1652 Short-Term Capital Gain $0.0278 Long-Term Capital Gain $0.1187 TOTAL $0.3117 Semiannual Report | 39 Performance Summary (CONTINUED) PERFORMANCE(1) CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS AND VALUE OF $10,000 INVESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS C: 1% CONTINGENT DEFERRED SALES CHARGE IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A 6-MONTH 1-YEAR INCEPTION (7/1/05) - ------------------------------------- ------- ------- ------------------ Cumulative Total Return(2) -6.36% -9.55% +15.68% Average Annual Total Return(3) -11.77% -14.73% +3.10% Value of $10,000 Investment(4) $ 8,823 $ 8,527 $10,903 Avg. Ann. Total Return (3/31/08)(5) -16.38% +1.05% Total Annual Operating Expenses(6) Without Waiver 1.67% With Waiver 1.40% CLASS C 6-MONTH 1-YEAR INCEPTION (7/1/05) - ------------------------------------- ------- ------- ------------------ Cumulative Total Return(2) -6.58% -10.08% +13.65% Average Annual Total Return(3) -7.49% -10.96% +4.62% Value of $10,000 Investment(4) $9,251 $ 8,904 $11,365 Avg. Ann. Total Return (3/31/08)(5) -12.69% +2.62% Total Annual Operating Expenses(6) Without Waiver 2.30% With Waiver 2.03% CLASS R 6-MONTH 1-YEAR INCEPTION (7/1/05) - ------------------------------------- ------- ------- ------------------ Cumulative Total Return(2) -6.45% -9.72% +15.16% Average Annual Total Return(3) -6.45% -9.72% +5.12% Value of $10,000 Investment(4) $9,355 $ 9,028 $11,516 Avg. Ann. Total Return (3/31/08)(5) -11.46% +3.12% Total Annual Operating Expenses(6) Without Waiver 1.82% With Waiver 1.55% ADVISOR CLASS 6-MONTH 1-YEAR INCEPTION (7/1/05) - ------------------------------------- ------- ------- ------------------ Cumulative Total Return(2) -6.18% -9.21% +16.93% Average Annual Total Return(3) -6.18% -9.21% +5.68% Value of $10,000 Investment(4) $9,382 $ 9,079 $11,693 Avg. Ann. Total Return (3/31/08)(5) -10.98% +3.63% Total Annual Operating Expenses(6) Without Waiver 1.32% With Waiver 1.05% 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, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL 1-800/342-5236. THE MANAGER AND ADMINISTRATOR HAVE CONTRACTUALLY AGREED TO LIMIT FUND EXPENSES SO THAT TOTAL ANNUAL FUND OPERATING EXPENSES DO NOT EXCEED THE AMOUNT SHOWN WITH WAIVER (OTHER THAN CERTAIN NON-ROUTINE EXPENSES) FOR EACH SHARE CLASS UNTIL 2/28/09. 40 | Semiannual Report Performance Summary (CONTINUED) ENDNOTES WHILE STOCKS HAVE HISTORICALLY OUTPERFORMED OTHER ASSET CLASSES OVER THE LONG TERM, THEY TEND TO FLUCTUATE MORE DRAMATICALLY OVER THE SHORT TERM. THESE PRICE MOVEMENTS MAY RESULT FROM FACTORS AFFECTING INDIVIDUAL COMPANIES, INDUSTRIES OR THE SECURITIES MARKET AS A WHOLE. HISTORICALLY, MIDSIZE COMPANY SECURITIES HAVE BEEN MORE VOLATILE IN PRICE THAN LARGER COMPANY SECURITIES, ESPECIALLY OVER THE SHORT TERM. MIDSIZE COMPANIES MAY BE MORE SUSCEPTIBLE TO PARTICULAR ECONOMIC EVENTS OR COMPETITIVE FACTORS THAN ARE LARGER, MORE BROADLY DIVERSIFIED COMPANIES. 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. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS C: These shares have higher annual fees and expenses than Class A shares. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. 1. If the manager and administrator had not waived fees, the Fund's total returns would have been lower. 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. Six-month return has not been annualized. 4. These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. 5. In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. 6. Figures are as stated in the Fund's prospectus current as of the date of this report. Semiannual Report | 41 Your Fund's Expenses FRANKLIN MIDCAP VALUE FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 42 | Semiannual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 11/1/07 VALUE 4/30/08 PERIOD* 11/1/07-4/30/08 ----------------- -------------- ----------------------- CLASS A Actual $1,000 $ 936.40 $ 6.74 Hypothetical (5% return before expenses) $1,000 $1,017.90 $ 7.02 CLASS C Actual $1,000 $ 934.20 $ 9.76 Hypothetical (5% return before expenses) $1,000 $1,014.77 $10.17 CLASS R Actual $1,000 $ 935.50 $ 7.46 Hypothetical (5% return before expenses) $1,000 $1,017.16 $ 7.77 ADVISOR CLASS Actual $1,000 $ 938.20 $ 5.06 Hypothetical (5% return before expenses) $1,000 $1,019.64 $ 5.27 * Expenses are calculated using the most recent six-month expense ratio, net of expense waivers, annualized for each class (A: 1.40%; C: 2.03%; R: 1.55%; and Advisor: 1.05%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. Semiannual Report | 43 Franklin Small Cap Value Fund YOUR FUND'S GOAL AND MAIN INVESTMENTS: Franklin Small Cap Value Fund seeks long-term capital appreciation by investing at least 80% of net assets in securities of small-capitalization companies that we believe are undervalued. We define small-capitalization companies as those with market capitalizations less than $3.5 billion at the time of purchase. PERFORMANCE DATA REPRESENT PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. CURRENT PERFORMANCE MAY DIFFER FROM FIGURES SHOWN. PLEASE VISIT franklintempleton.com OR CALL 1-800/342-5236 FOR MOST RECENT MONTH-END PERFORMANCE. This semiannual report for Franklin Small Cap Value Fund covers the period ended April 30, 2008. PERFORMANCE OVERVIEW Franklin Small Cap Value Fund - Class A had a -7.11% cumulative total return for the six months under review. The Fund performed better than its benchmark, the Russell 2500(TM) Value Index, which declined 10.32% for the same period.(1) Please note the Fund employs a bottom-up stock selection process and we invest in securities without regard to benchmark comparisons. Although this report covers a six-month period, our investment strategy aims for long-term results. You can find the Fund's long-term performance data in the Performance Summary beginning on page 47. INVESTMENT STRATEGY We seek to invest in small-capitalization companies that we believe are selling below their underlying worth and hold them until they reach what we consider is their fair market value. We seek a diversified portfolio of fundamentally sound companies purchased at attractive prices, often when they are out of favor with other investors. Portfolio securities are selected without regard to benchmark comparisons and are based on fundamental bottom-up research focusing on several criteria, such as low price relative to earnings, book value or cash flow. We also consider stocks with recent sharp price declines that we believe still have significant growth potential or that possess valuable intangibles not reflected in the stock price. 1. Source: Standard & Poor's Micropal. The Russell 2500 Value Index is market capitalization weighted and measures performance of those Russell 2500 Index companies with lower price-to-book ratios and lower forecasted growth values. The index is unmanaged and includes reinvested dividends. One cannot invest directly in an index, nor is an index representative of the Fund's portfolio. THE DOLLAR VALUE, NUMBER OF SHARES OR PRINCIPAL AMOUNT, AND NAMES OF ALL PORTFOLIO HOLDINGS ARE LISTED IN THE FUND'S STATEMENT OF INVESTMENTS (SOI). THE SOI BEGINS ON PAGE 95. 44 | Semiannual Report MANAGER'S DISCUSSION During the period under review, energy sector holding CONSOL Energy performed well amid record high energy prices. In the materials sector, steel-related holdings Steel Dynamics and United States Steel helped performance. Detractors from performance included stocks from industries negatively affected by the housing market downturn and economic slowdown. Among decliners during the period were bond insurer Security Capital Assurance, residential and commercial building products manufacturer Gibraltar Industries and recreational vehicle manufacturer Thor Industries. During the reporting period, we invested in two new attractively valued positions: oil and natural gas equipment manufacturer Carbo Ceramics and retailer Saks. We also added significantly to several existing positions including Carlisle, Group 1 Automotive and Old Republic International. The Fund liquidated 16 positions during the period. One holding, Genlyte Group, was acquired by Royal Philips Electronics for cash at a 52% premium to Genlyte's share price prior to the deal's announcement in November 2007. The other positions were sold either because we believed the shares were fully valued or the companies' fundamentals had deteriorated. (BAR CHART) PORTFOLIO BREAKDOWN Franklin Small Cap Value Fund Based on Total Net Assets as of 4/30/08 Capital Goods 19.7% Materials 14.9% Energy 12.5% Insurance 9.7% Consumer Durables & Apparel 8.7% Retailing 8.0% Technology Hardware & Equipment 3.4% Banks 3.2% Transportation 3.0% Automobiles & Components 2.9% Commercial Services & Supplies 2.3% Utilities 2.0% Other 6.1% Short-Term Investments & Other Net Assets 3.6% Semiannual Report | 45 TOP 10 EQUITY HOLDINGS Franklin Small Cap Value Fund 4/30/08 COMPANY % OF TOTAL SECTOR/INDUSTRY NET ASSETS - -------------------------------- ---------- Steel Dynamics Inc. 3.5% MATERIALS Reliance Steel & Aluminum Co. 2.0% MATERIALS Gerdau Ameristeel Corp. (Canada) 1.8% MATERIALS Universal Forest Products Inc. 1.7% CAPITAL GOODS Old Republic International Corp. 1.7% INSURANCE The Warnaco Group Inc. 1.6% CONSUMER DURABLES & APPAREL Mueller Industries Inc. 1.5% CAPITAL GOODS Thor Industries Inc. 1.5% AUTOMOBILES & COMPONENTS Regis Corp. 1.5% CONSUMER SERVICES Genessee & Wyoming Inc. 1.4% TRANSPORTATION Thank you for your continued participation in Franklin Small Cap Value Fund. We look forward to serving your future investment needs. (PHOTO OF WILLIAM J. LIPPMAN) /s/ William J. Lippman William J. Lippman Co-Portfolio Manager (PHOTO OF Y. DOGAN SAHIN) /s/ Y. Dogan Sahin Y. Dogan Sahin, CFA Co-Portfolio Manager Bruce C. Baughman, CPA Margaret McGee Donald G. Taylor, CPA Portfolio Management Team Franklin Small Cap Value Fund THE FOREGOING INFORMATION REFLECTS OUR ANALYSIS, OPINIONS AND PORTFOLIO HOLDINGS AS OF APRIL 30, 2008, THE END OF THE REPORTING PERIOD. THE WAY WE IMPLEMENT OUR MAIN INVESTMENT STRATEGIES AND THE RESULTING PORTFOLIO HOLDINGS MAY CHANGE DEPENDING ON FACTORS SUCH AS MARKET AND ECONOMIC CONDITIONS. THESE OPINIONS MAY NOT BE RELIED UPON AS INVESTMENT ADVICE OR AN OFFER FOR A PARTICULAR SECURITY. THE INFORMATION IS NOT A COMPLETE ANALYSIS OF EVERY ASPECT OF ANY MARKET, COUNTRY, INDUSTRY, SECURITY OR THE FUND. STATEMENTS OF FACT ARE FROM SOURCES CONSIDERED RELIABLE, BUT THE INVESTMENT MANAGER MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR COMPLETENESS OR ACCURACY. ALTHOUGH HISTORICAL PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS, THESE INSIGHTS MAY HELP YOU UNDERSTAND OUR INVESTMENT MANAGEMENT PHILOSOPHY. 46 | Semiannual Report Performance Summary as of 4/30/08 FRANKLIN SMALL CAP VALUE FUND Your dividend income will vary depending on dividends or interest paid by securities in the Fund's portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities. The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund's dividends and capital gain distributions, if any, and any unrealized gains or losses. PRICE AND DISTRIBUTION INFORMATION CLASS A (SYMBOL: FRVLX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$5.30 $40.64 $45.94 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.3559 Short-Term Capital Gain $0.0763 Long-Term Capital Gain $1.5495 TOTAL $1.9817 CLASS B (SYMBOL: FBVAX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$4.95 $38.95 $43.90 DISTRIBUTIONS (11/1/07-4/30/08) Short-Term Capital Gain $0.0763 Long-Term Capital Gain $1.5495 TOTAL $1.6258 CLASS C (SYMBOL: FRVFX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$4.93 $38.44 $43.37 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.0353 Short-Term Capital Gain $0.0763 Long-Term Capital Gain $1.5495 TOTAL $1.6611 CLASS R (SYMBOL: FVFRX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$5.27 $40.39 $45.66 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.2945 Short-Term Capital Gain $0.0763 Long-Term Capital Gain $1.5495 TOTAL $1.9203 ADVISOR CLASS (SYMBOL: FVADX) CHANGE 4/30/08 10/31/07 - ------------------------------- ------ ------- -------- Net Asset Value (NAV) -$5.48 $41.78 $47.26 DISTRIBUTIONS (11/1/07-4/30/08) Dividend Income $0.4829 Short-Term Capital Gain $0.0763 Long-Term Capital Gain $1.5495 TOTAL $2.1087 Semiannual Report | 47 Performance Summary (CONTINUED) PERFORMANCE CUMULATIVE TOTAL RETURN EXCLUDES SALES CHARGES. AVERAGE ANNUAL TOTAL RETURNS AND VALUE OF $10,000 IN VESTMENT INCLUDE MAXIMUM SALES CHARGES. CLASS A: 5.75% MAXIMUM INITIAL SALES CHARGE; CLASS B: CONTINGENT DEFERRED SALES CHARGE (CDSC) DECLINING FROM 4% TO 1% OVER SIX YEARS, AND ELIMINATED THEREAFTER; CLASS C: 1% CDSC IN FIRST YEAR ONLY; CLASS R/ADVISOR CLASS: NO SALES CHARGES. UNTIL AUGUST 31, 2008, THE FUND MAY CHARGE A 2% FEE ON REDEMPTIONS MADE WITHIN SEVEN DAYS OF PURCHASE. CLASS A 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------------------------------------- ------- ------- -------- ------- Cumulative Total Return(1) -7.11% -8.23% +106.93% +86.43% Average Annual Total Return(2) -12.45% -13.51% +14.29% +5.80% Value of $10,000 Investment(3) $ 8,755 $ 8,649 $ 19,501 $17,573 Avg. Ann. Total Return (3/31/08)(4) -15.27% +15.13% +5.28% Total Annual Operating Expenses(5) 1.23% CLASS B 6-MONTH 1-YEAR 5-YEAR INCEPTION (1/1/99) - ------------------------------------- ------- ------- -------- ------------------ Cumulative Total Return(1) -7.49% -8.92% +99.94% +146.00% Average Annual Total Return(2) -11.04% -12.42% +14.63% +10.13% Value of $10,000 Investment(3) $ 8,896 $ 8,758 $19,794 $ 24,600 Avg. Ann. Total Return (3/31/08)(4) -14.16% +15.50% +9.68% Total Annual Operating Expenses(5) 1.96% CLASS C 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------------------------------------- ------- ------- -------- ------- Cumulative Total Return(1) -7.45% -8.90% +100.00% +74.41% Average Annual Total Return(2) -8.34% -9.77% +14.87% +5.72% Value of $10,000 Investment(3) $9,166 $ 9,023 $ 20,000 $17,441 Avg. Ann. Total Return (3/31/08)(4) -11.62% +15.72% +5.20% Total Annual Operating Expenses(5) 1.96% CLASS R 6-MONTH 1-YEAR 5-YEAR INCEPTION (8/1/02) - ------------------------------------- ------- ------- -------- ------------------ Cumulative Total Return(1) -7.23% -8.45% +105.01% +100.79% Average Annual Total Return(2) -7.23% -8.45% +15.44% +12.90% Value of $10,000 Investment(3) $9,277 $ 9,155 $ 20,501 $ 20,079 Avg. Ann. Total Return (3/31/08)(4) -10.30% +16.29% +12.19% Total Annual Operating Expenses(5) 1.46% ADVISOR CLASS 6-MONTH 1-YEAR 5-YEAR 10-YEAR - ------------------------------------- ------- ------- -------- ------- Cumulative Total Return(1) -7.01% -8.00% +110.17% +92.89% Average Annual Total Return(2) -7.01% -8.00% +16.01% +6.79% Value of $10,000 Investment(3) $9,299 $9,200 $ 21,017 $19,289 Avg. Ann. Total Return (3/31/08)(4) -9.86% +16.87% +6.27% Total Annual Operating Expenses(5) 0.96% 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, SEE "FUNDS AND PERFORMANCE" AT franklintempleton.com OR CALL 1-800/342-5236. 48 | Semiannual Report Performance Summary (CONTINUED) ENDNOTES THE FUND'S INVESTMENTS IN SMALLER-COMPANY STOCKS INVOLVE SPECIAL RISKS AS SUCH STOCKS HAVE HISTORICALLY EXHIBITED GREATER PRICE VOLATILITY THAN LARGE-COMPANY STOCKS, PARTICULARLY OVER THE SHORT TERM. IN ADDITION, SMALLER COMPANIES OFTEN HAVE RELATIVELY SMALL REVENUES, LIMITED PRODUCT LINES AND SMALL MARKET SHARE. THE FUND'S PROSPECTUS ALSO INCLUDES A DESCRIPTION OF THE MAIN INVESTMENT RISKS. CLASS A: Prior to 8/3/98, these shares were offered at a lower initial sales charge; thus actual total returns may differ. CLASS B: These shares have higher annual fees and expenses than Class A shares. CLASS C: Prior to 1/1/04, these shares were offered with an initial sales charge; thus actual total returns would have differed. These shares have higher annual fees and expenses than Class A shares. CLASS R: Shares are available to certain eligible investors as described in the prospectus. These shares have higher annual fees and expenses than Class A shares. ADVISOR CLASS: Shares are available to certain eligible investors as described in the prospectus. 1. Cumulative total return represents the change in value of an investment over the periods indicated. 2. Average annual total return represents the average annual change in value of an investment over the periods indicated. Six-month return has not been annualized. 3. These figures represent the value of a hypothetical $10,000 investment in the Fund over the periods indicated. 4. In accordance with SEC rules, we provide standardized average annual total return information through the latest calendar quarter. 5. Figures are as stated in the Fund's prospectus current as of the date of this report. Semiannual Report | 49 Your Fund's Expenses FRANKLIN SMALL CAP VALUE FUND As a Fund shareholder, you can incur two types of costs: - - Transaction costs, including sales charges (loads) on Fund purchases and redemption fees; and - - Ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The following table shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated. ACTUAL FUND EXPENSES The first line (Actual) for each share class listed in the table provides actual account values and expenses. The "Ending Account Value" is derived from the Fund's actual return, which includes the effect of Fund expenses. You can estimate the expenses you paid during the period by following these steps. OF COURSE, YOUR ACCOUNT VALUE AND EXPENSES WILL DIFFER FROM THOSE IN THIS ILLUSTRATION: 1. Divide your account value by $1,000. IF AN ACCOUNT HAD AN $8,600 VALUE, THEN $8,600 / $1,000 = 8.6. 2. Multiply the result by the number under the heading "Expenses Paid During Period." IF EXPENSES PAID DURING PERIOD WERE $7.50, THEN 8.6 X $7.50 = $64.50. In this illustration, the estimated expenses paid this period are $64.50. HYPOTHETICAL EXAMPLE FOR COMPARISON WITH OTHER FUNDS Information in the second line (Hypothetical) for each class in the table can help you compare ongoing costs of investing in the Fund with those of other mutual funds. This information may not be used to estimate the actual ending account balance or expenses you paid during the period. The hypothetical "Ending Account Value" is based on the actual expense ratio for each class and an assumed 5% annual rate of return before expenses, which does not represent the Fund's actual return. The figure under the heading "Expenses Paid During Period" shows the hypothetical expenses your account would have incurred under this scenario. You can compare this figure with the 5% hypothetical examples that appear in shareholder reports of other funds. 50 | Semiannual Report Your Fund's Expenses (CONTINUED) PLEASE NOTE THAT EXPENSES SHOWN IN THE TABLE ARE MEANT TO HIGHLIGHT ONGOING COSTS AND DO NOT REFLECT ANY TRANSACTION COSTS, SUCH AS SALES CHARGES OR REDEMPTION FEES. Therefore, the second line for each class is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transaction costs were included, your total costs would have been higher. Please refer to the Fund prospectus for additional information on operating expenses. BEGINNING ACCOUNT ENDING ACCOUNT EXPENSES PAID DURING VALUE 11/1/07 VALUE 4/30/08 PERIOD* 11/1/07-4/30/08 ----------------- -------------- ----------------------- CLASS A Actual $1,000 $ 928.90 $5.97 Hypothetical (5% return before expenses) $1,000 $1,018.67 $6.25 CLASS B Actual $1,000 $ 925.10 $9.40 Hypothetical (5% return before expenses) $1,000 $1,015.07 $9.84 CLASS C Actual $1,000 $ 925.50 $9.33 Hypothetical (5% return before expenses) $1,000 $1,015.17 $9.76 CLASS R Actual $1,000 $ 927.70 $7.01 Hypothetical (5% return before expenses) $1,000 $1,017.55 $7.34 ADVISOR CLASS Actual $1,000 $ 929.90 $4.62 Hypothetical (5% return before expenses) $1,000 $1,020.04 $4.84 * Expenses are calculated using the most recent six-month expense ratio, annualized for each class (A: 1.24%; B: 1.96%; C: 1.95%; R: 1.46%; and Advisor: 0.96%), multiplied by the average account value over the period, multiplied by 182/366 to reflect the one-half year period. Semiannual Report | 51 Franklin Value Investors Trust FINANCIAL HIGHLIGHTS FRANKLIN ALL CAP VALUE FUND SIX MONTHS ENDED APRIL 30, 2008 YEAR ENDED (UNAUDITED) OCTOBER 31, 2007(g) ---------------- ------------------- CLASS A PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 9.52 $10.00 ------ ------ Income from investment operations(a): Net investment income(b) ........... 0.03 0.02 Net realized and unrealized gains (losses) ........................ (0.38) (0.50) ------ ------ Total from investment operations ...... (0.35) (0.48) ------ ------ Less distributions from net investment income ............................. (0.05) -- ------ ------ Redemption fees ....................... --(e) --(e) ------ ------ Net asset value, end of period ........ $ 9.12 $ 9.52 ====== ====== Total return(c) ....................... (3.62)% (4.80)% RATIOS TO AVERAGE NET ASSETS(d) Expenses before waiver and payments by affiliates ...................... 2.72% 3.91% Expenses net of waiver and payments by affiliates ...................... 1.25%(f) 1.25%(f) Net investment income ................. 0.72% 0.50% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $8,399 $7,138 Portfolio turnover rate ............... 3.68% 5.38% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) For the period June 1, 2007 (commencement of operations) to October 31, 2007. 52 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN ALL CAP VALUE FUND SIX MONTHS ENDED APRIL 30, 2008 YEAR ENDED CLASS C (UNAUDITED) OCTOBER 31, 2007(g) - ------- ---------------- ------------------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 9.50 $10.00 ------ ------ Income from investment operations(a): Net investment income (loss)(b) .... --(e) (0.01) Net realized and unrealized gains (losses) ........................ (0.38) (0.49) ------ ------ Total from investment operations ...... (0.38) (0.50) ------ ------ Less distributions from net investment income ............................. (0.04) -- ------ ------ Redemption fees ....................... --(e) --(e) ------ ------ Net asset value, end of period ........ $ 9.08 $ 9.50 ====== ====== Total return(c) ....................... (3.88)% (5.10)% RATIOS TO AVERAGE NET ASSETS(d) Expenses before waiver and payments by affiliates ...................... 3.37% 4.56% Expenses net of waiver and payments by affiliates ...................... 1.90%(f) 1.90%(f) Net investment income (loss) .......... 0.07% (0.15)% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $1,342 $ 847 Portfolio turnover rate ............... 3.68% 5.38% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) For the period June 1, 2007 (commencement of operations) to October 31, 2007. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 53 Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN ALL CAP VALUE FUND SIX MONTHS ENDED APRIL 30, 2008 YEAR ENDED CLASS R (UNAUDITED) OCTOBER 31, 2007(g) - ------- ---------------- ------------------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 9.52 $10.00 ------ ------ Income from investment operations(a): Net investment income(b) ........... 0.03 0.02 Net realized and unrealized gains (losses) ......................... (0.39) (0.50) ------ ------ Total from investment operations ...... (0.36) (0.48) ------ ------ Less distributions from net investment income ............................. (0.05) -- ------ ------ Redemption fees ....................... --(e) --(e) ------ ------ Net asset value, end of period ........ $ 9.11 $ 9.52 ====== ====== Total return(c) ....................... (3.80)% (4.80)% RATIOS TO AVERAGE NET ASSETS(d) Expenses before waiver and payments by affiliates ...................... 2.87% 4.06% Expenses net of waiver and payments by affiliates ...................... 1.40%(f) 1.40%(f) Net investment income ................. 0.57% 0.35% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $ 9 $ 10 Portfolio turnover rate ............... 3.68% 5.38% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) For the period June 1, 2007 (commencement of operations) to October 31, 2007. 54 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN ALL CAP VALUE FUND SIX MONTHS ENDED APRIL 30, 2008 YEAR ENDED ADVISOR CLASS (UNAUDITED) OCTOBER 31, 2007(g) - ------------- ---------------- ------------------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 9.54 $10.00 ------ ------ Income from investment operations(a): Net investment income(b) ........... 0.05 0.04 Net realized and unrealized gains (losses) ......................... (0.39) (0.50) ------ ------ Total from investment operations ...... (0.34) (0.46) ------ ------ Less distributions from net investment income ............................. (0.06) -- ------ ------ Redemption fees ....................... --(e) --(e) ------ ------ Net asset value, end of period ........ $ 9.14 $ 9.54 ====== ====== Total return(c) ....................... (3.51)% (4.60)% RATIOS TO AVERAGE NET ASSETS(d) Expenses before waiver and payments by affiliates ...................... 2.37% 3.56% Expenses net of waiver and payments by affiliates ...................... 0.90%(f) 0.90%(f) Net investment income ................. 1.07% 0.85% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $ 874 $ 979 Portfolio turnover rate ............... 3.68% 5.38% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) For the period June 1, 2007 (commencement of operations) to October 31, 2007. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 55 Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) FRANKLIN ALL CAP VALUE FUND SHARES VALUE - -------------------------------------------------------------- ------- ----------- COMMON STOCKS 92.1% BANKS 1.9% Beverly Hills Bancorp Inc. ............................... 2,600 $ 5,330 Fannie Mae................................................ 900 25,470 The PMI Group Inc. ....................................... 3,200 18,016 TrustCo Bank Corp. NY..................................... 8,450 73,769 U.S. Bancorp.............................................. 2,200 74,558 ---------- 197,143 ---------- CAPITAL GOODS 16.5% Brady Corp., A............................................ 4,500 152,775 Carlisle Cos. Inc. ....................................... 2,950 85,196 Dover Corp................................................ 3,300 163,251 Embraer-Empresa Brasileira de Aeronautica SA, ADR (Brazil).... 3,200 133,376 Franklin Electric Co. Inc. ............................... 1,300 50,336 General Electric Co. ..................................... 8,000 261,600 Hardinge Inc. ............................................ 7,292 121,631 Illinois Tool Works Inc. ................................. 2,600 135,954 Kennametal Inc. .......................................... 3,100 107,787 Oshkosh Corp. ............................................ 700 28,420 Roper Industries Inc. .................................... 550 34,166 Trinity Industries Inc. .................................. 3,300 100,320 United Technologies Corp. ................................ 2,000 144,940 Universal Forest Products Inc. ........................... 4,400 152,724 Wabash National Corp. .................................... 9,700 81,286 ---------- 1,753,762 ---------- COMMERCIAL SERVICES & SUPPLIES 3.8% ABM Industries Inc. ...................................... 4,200 87,948 Healthcare Services Group Inc. ........................... 1,725 26,324 Kelly Services Inc., A.................................... 12,750 283,687 ---------- 397,959 ---------- CONSUMER DURABLES & APPAREL 6.2% Adidas AG, ADR (Germany).................................. 2,000 63,750 Brunswick Corp. .......................................... 6,600 110,088 D.R. Horton Inc. ......................................... 2,400 37,176 Fortune Brands Inc. ...................................... 2,200 148,764 Hasbro Inc. .............................................. 1,400 49,784 Leggett & Platt Inc. ..................................... 3,900 64,740 M.D.C. Holdings Inc. ..................................... 2,800 122,024 (a) Russ Berrie and Co. Inc. ................................. 4,500 63,090 ---------- 659,416 ---------- CONSUMER SERVICES 0.3% Hillenbrand Inc. ......................................... 1,800 34,272 ---------- DIVERSIFIED FINANCIALS 2.2% Bank of America Corp. .................................... 1,300 48,802 Citigroup Inc. ........................................... 1,000 25,270 Lehman Brothers Holdings Inc. ............................ 600 26,544 State Street Corp. ....................................... 1,800 129,852 ---------- 230,468 ---------- 56 | Semiannual Report Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) (CONTINUED) FRANKLIN ALL CAP VALUE FUND SHARES VALUE - -------------------------------------------------------------- ------- ----------- COMMON STOCKS (CONTINUED) ENERGY 19.4% Apache Corp. ............................................. 1,500 $ 202,020 (a) Bristow Group Inc. ....................................... 2,750 145,063 CARBO Ceramics Inc. ...................................... 2,700 128,331 Chesapeake Energy Corp. .................................. 3,850 199,045 ENSCO International Inc. ................................. 3,150 200,749 (a) Global Industries Ltd. ................................... 7,000 111,720 (a) Helix Energy Solutions Group Inc. ........................ 3,000 103,650 Occidental Petroleum Corp. ............................... 2,200 183,062 Overseas Shipholding Group Inc. .......................... 1,500 112,890 Peabody Energy Corp. ..................................... 1,400 85,582 (a) PHI Inc., non-voting ..................................... 9,000 338,130 Teekay Corp. (Bahamas) ................................... 1,500 68,460 (a) Unit Corp. ............................................... 2,900 184,179 ---------- 2,062,881 ---------- FOOD & STAPLES RETAILING 3.2% Wal-Mart Stores Inc. ..................................... 5,900 342,082 ---------- FOOD, BEVERAGE & TOBACCO 1.9% The Hershey Co. .......................................... 950 35,511 (a) Omega Protein Corp. ...................................... 2,400 36,000 (a) Smithfield Foods Inc. .................................... 4,700 134,796 ---------- 206,307 ---------- HEALTH CARE EQUIPMENT & SERVICES 0.4% Hill-Rom Holdings Inc. ................................... 1,800 45,234 ---------- HOUSEHOLD & PERSONAL PRODUCTS 0.4% The Procter & Gamble Co. ................................. 600 40,230 ---------- INSURANCE 7.5% AFLAC Inc. ............................................... 1,150 76,670 American International Group Inc. ........................ 1,500 69,300 Aspen Insurance Holdings Ltd. ............................ 1,850 48,082 Chubb Corp................................................ 2,000 105,940 IPC Holdings Ltd. ........................................ 3,500 101,885 Kansas City Life Insurance Co............................. 2,400 120,000 Old Republic International Corp. ......................... 11,300 162,155 Security Capital Assurance Ltd. .......................... 6,500 6,673 StanCorp Financial Group Inc. ............................ 2,100 107,604 ---------- 798,309 ---------- MATERIALS 8.2% (a) American Pacific Corp. ................................... 9,700 167,131 Bemis Co. Inc. ........................................... 3,300 86,790 Gerdau Ameristeel Corp. (Canada) ......................... 6,800 106,148 Glatfelter ............................................... 4,000 58,360 Nucor Corp. .............................................. 1,800 135,900 Praxair Inc. ............................................. 500 45,655 Steel Dynamics Inc. ...................................... 4,000 139,400 Westlake Chemical Corp.................................... 8,000 133,680 ---------- 873,064 ---------- Semiannual Report | 57 Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) (CONTINUED) FRANKLIN ALL CAP VALUE FUND SHARES VALUE - -------------------------------------------------------------- ------- ----------- COMMON STOCKS (CONTINUED) RETAILING 12.0% Brown Shoe Co. Inc. ...................................... 10,100 $ 168,468 Christopher & Banks Corp. ................................ 12,400 146,940 Fred's Inc. .............................................. 13,500 149,580 Group 1 Automotive Inc. .................................. 3,500 93,380 Haverty Furniture Cos. Inc. .............................. 11,600 105,908 J.C. Penney Co. Inc. ..................................... 3,600 153,000 The Men's Wearhouse Inc. ................................. 300 7,989 Nordstrom Inc. ........................................... 4,500 158,670 (a) Pier 1 Imports Inc. ...................................... 9,500 74,100 (a) Saks Inc. ................................................ 4,180 54,382 (a) Tuesday Morning Corp. .................................... 10,100 54,944 (a) Zale Corp. ............................................... 5,400 111,888 ----------- 1,279,249 ----------- TECHNOLOGY HARDWARE & EQUIPMENT 2.0% (a) Benchmark Electronics Inc. ............................... 6,000 106,680 (a) GTSI Corp. ............................................... 12,550 100,400 ----------- 207,080 ----------- TRANSPORTATION 2.0% (a) Dollar Thrifty Automotive Group Inc. ..................... 5,500 72,545 J.B. Hunt Transport Services Inc. ........................ 700 23,779 (a) P.A.M. Transportation Services Inc. ...................... 8,200 116,768 ----------- 213,092 ----------- UTILITIES 4.2% Avista Corp. ............................................. 6,700 137,551 DTE Energy Co. ........................................... 2,450 98,759 IDACORP Inc. ............................................. 3,100 100,564 Sierra Pacific Resources.................................. 8,000 109,040 ----------- 445,914 ----------- TOTAL COMMON STOCKS (COST $10,177,983).................... 9,786,462 ----------- SHORT TERM INVESTMENT (COST $817,923) 7.7% MONEY MARKET FUND 7.7% (b) Franklin Institutional Fiduciary Trust Money Market Portfolio, 2.29% ......................................... 817,923 817,923 ----------- TOTAL INVESTMENTS (COST $10,995,906) 99.8%................ 10,604,385 OTHER ASSETS, LESS LIABILITIES 0.2%....................... 20,206 ----------- NET ASSETS 100.0%......................................... $10,624,591 =========== See Selected Portfolio Abbreviations on page 99. (a) Non-income producing for the twelve months ended April 30, 2008. (b) See Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end. 58 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL HIGHLIGHTS FRANKLIN BALANCE SHEET INVESTMENT FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 -------------------------------------------------------------------------- CLASS A (UNAUDITED) 2007 2006 2005 2004 2003 - ------- ---------------- ---------- ---------- ---------- ----------- ----------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 69.36 $ 69.24 $ 61.66 $ 53.95 $ 45.47 $ 37.01 ---------- ---------- ---------- ---------- ---------- ---------- Income from investment operations(a): Net investment income(b) ........... 0.42 0.73 0.77 0.34 0.33 0.13 Net realized and unrealized gains (losses) ........................ (5.95) 4.55 9.71 8.71 8.63 8.83 ---------- ---------- ---------- ---------- ---------- ---------- Total from investment operations ...... (5.53) 5.28 10.48 9.05 8.96 8.96 ---------- ---------- ---------- ---------- ---------- ---------- Less distributions from: Net investment income .............. (0.67) (0.88) (0.46) (0.43) (0.17) (0.25) Net realized gains ................. (5.71) (4.28) (2.44) (0.91) (0.31) (0.25) ---------- ---------- ---------- ---------- ---------- ---------- Total distributions ................... (6.38) (5.16) (2.90) (1.34) (0.48) (0.50) ---------- ---------- ---------- ---------- ---------- ---------- Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) -- ---------- ---------- ---------- ---------- ---------- ---------- Net asset value, end of period ........ $ 57.45 $ 69.36 $ 69.24 $ 61.66 $ 53.95 $ 45.47 ========== ========== ========== ========== ========== ========== Total return(c) ....................... (7.87)% 7.85% 17.54% 16.93% 19.87% 24.51% RATIOS TO AVERAGE NET ASSETS(d) Expenses .............................. 0.93%(f) 0.90%(f) 0.90%(f) 0.91%(f) 0.91%(f) 1.00% Net investment income ................. 1.48% 1.04% 1.17% 0.57% 0.67% 0.35% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $3,416,426 $4,228,683 $4,435,704 $4,164,516 $3,716,567 $3,031,714 Portfolio turnover rate ............... 3.42%(g) 6.40% 7.44% 3.91% 7.03% 13.36% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Excludes the value of portfolio securities delivered as a result of in-kind redemptions. See Note 10. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 59 Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN BALANCE SHEET INVESTMENT FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ----------------------------------------------------------------- CLASS B (UNAUDITED) 2007 2006 2005 2004 2003 - ------- ---------------- ---------- ---------- ---------- ----------- ----------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 68.12 $ 68.07 $ 60.67 $ 53.13 $ 44.97 $ 36.64 ------- -------- -------- -------- -------- -------- Income from investment operations(a): Net investment income (loss)(b).... 0.20 0.20 0.26 (0.11) (0.06) (0.15) Net realized and unrealized gains (losses) ...................... (5.84) 4.48 9.58 8.58 8.53 8.74 ------- -------- -------- -------- -------- -------- Total from investment operations ...... (5.64) 4.68 9.84 8.47 8.47 8.59 ------- -------- -------- -------- -------- -------- Less distributions from: Net investment income .............. (0.11) (0.35) --(e) (0.02) -- (0.01) Net realized gains ................. (5.71) (4.28) (2.44) (0.91) (0.31) (0.25) ------- -------- -------- -------- -------- -------- Total distributions ................... (5.82) (4.63) (2.44) (0.93) (0.31) (0.26) ------- -------- -------- -------- -------- -------- Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) -- ------- -------- -------- -------- -------- -------- Net asset value, end of period ........ $ 56.66 $ 68.12 $ 68.07 $ 60.67 $ 53.13 $ 44.97 ======= ======== ======== ======== ======== ======== Total return(c) ....................... (8.22)% 7.04% 16.65% 16.03% 18.94% 23.58% RATIOS TO AVERAGE NET ASSETS(d) Expenses .............................. 1.69%(f) 1.66%(f) 1.66%(f) 1.67%(f) 1.69%(f) 1.75% Net investment income (loss) .......... 0.72% 0.28% 0.41% (0.19)% (0.11)% (0.40)% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $90,225 $114,410 $127,037 $122,795 $114,891 $103,877 Portfolio turnover rate ............... 3.42%(g) 6.40% 7.44% 3.91% 7.03% 13.36% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Excludes the value of portfolio securities delivered as a result of in-kind redemptions. See Note 10. 60 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN BALANCE SHEET INVESTMENT FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ---------------------------------------------------------- CLASS C (UNAUDITED) 2007 2006 2005 2004 2003 - ------- ---------------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 68.22 $ 68.17 $ 60.75 $ 53.18 $ 45.01 $ 36.67 ------- -------- -------- -------- -------- -------- Income from investment operations(a): Net investment income (loss)(b) .... 0.21 0.20 0.27 (0.11) (0.06) (0.15) Net realized and unrealized gains (losses) ........................ (5.84) 4.48 9.59 8.59 8.54 8.74 ------- -------- -------- -------- -------- -------- Total from investment operations ...... (5.63) 4.68 9.86 8.48 8.48 8.59 ------- -------- -------- -------- -------- -------- Less distributions from: Net investment income .............. (0.10) (0.35) -- -- -- -- Net realized gains ................. (5.71) (4.28) (2.44) (0.91) (0.31) (0.25) ------- -------- -------- -------- -------- -------- Total distributions ................... (5.81) (4.63) (2.44) (0.91) (0.31) (0.25) ------- -------- -------- -------- -------- -------- Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) -- ------- -------- -------- -------- -------- -------- Net asset value, end of period ........ $ 56.78 $ 68.22 $ 68.17 $ 60.75 $ 53.18 $ 45.01 ======= ======== ======== ======== ======== ======== Total return(c) ....................... (8.18)% 7.04% 16.64% 16.04% 18.95% 23.57% RATIOS TO AVERAGE NET ASSETS(d) Expenses .............................. 1.69%(f) 1.66%(f) 1.65%(f) 1.67%(f) 1.69%(f) 1.75% Net investment income (loss) .......... 0.72% 0.28% 0.42% (0.19)% (0.11)% (0.40)% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $99,293 $130,471 $139,885 $135,939 $129,399 $127,925 Portfolio turnover rate ............... 3.42%(g) 6.40% 7.44% 3.91% 7.03% 13.36% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Excludes the value of portfolio securities delivered as a result of in-kind redemptions. See Note 10. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 61 Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN BALANCE SHEET INVESTMENT FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ------------------------------------------------------- CLASS R (UNAUDITED) 2007 2006 2005 2004 2003 - ------- ---------------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 68.83 $ 68.78 $ 61.33 $ 53.69 $ 45.30 $ 36.92 ------- ------- ------- ------- ------- ------- Income from investment operations(a): Net investment income(b) ........... 0.34 0.52 0.60 0.18 0.20 0.03 Net realized and unrealized gains (losses) ........................ (5.91) 4.55 9.65 8.67 8.59 8.82 ------- ------- ------- ------- ------- ------- Total from investment operations ...... (5.57) 5.07 10.25 8.85 8.79 8.85 ------- ------- ------- ------- ------- ------- Less distributions from: Net investment income .............. (0.51) (0.74) (0.36) (0.30) (0.09) (0.22) Net realized gains ................. (5.71) (4.28) (2.44) (0.91) (0.31) (0.25) ------- ------- ------- ------- ------- ------- Total distributions ................... (6.22) (5.02) (2.80) (1.21) (0.40) (0.47) ------- ------- ------- ------- ------- ------- Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) -- ------- ------- ------- ------- ------- ------- Net asset value, end of period ........ $ 57.04 $ 68.83 $ 68.78 $ 61.33 $ 53.69 $ 45.30 ======= ======= ======= ======= ======= ======= Total return(c) ....................... (8.00)% 7.58% 17.22% 16.62% 19.55% 24.26% RATIOS TO AVERAGE NET ASSETS(d) Expenses .............................. 1.19%(f) 1.16%(f) 1.16%(f) 1.17%(f) 1.19%(f) 1.25% Net investment income ................. 1.22% 0.78% 0.91% 0.31% 0.39% 0.10% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $55,757 $63,802 $51,157 $30,810 $21,020 $13,336 Portfolio turnover rate ............... 3.42%(g) 6.40% 7.44% 3.91% 7.03% 13.36% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Excludes the value of portfolio securities delivered as a result of in-kind redemptions. See Note 10. 62 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN BALANCE SHEET INVESTMENT FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ----------------------------------------------------------- ADVISOR CLASS (UNAUDITED) 2007 2006 2005 2004 2003 ---------------- -------- -------- -------- ------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 69.53 $ 69.40 $ 61.81 $ 54.05 $ 45.54 $ 37.06 -------- -------- -------- -------- ------- -------- Income from investment operations(a): Net investment income(b) ........... 0.51 0.88 0.93 0.46 0.44 0.23 Net realized and unrealized gains (losses) ........................ (5.98) 4.58 9.72 8.75 8.65 8.83 -------- -------- -------- -------- ------- -------- Total from investment operations ...... (5.47) 5.46 10.65 9.21 9.09 9.06 -------- -------- -------- -------- ------- -------- Less distributions from: Net investment income .............. (0.86) (1.05) (0.62) (0.54) (0.27) (0.33) Net realized gains ................. (5.71) (4.28) (2.44) (0.91) (0.31) (0.25) -------- -------- -------- -------- ------- -------- Total distributions ................... (6.57) (5.33) (3.06) (1.45) (0.58) (0.58) -------- -------- -------- -------- ------- -------- Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) -- -------- -------- -------- -------- ------- -------- Net asset value, end of period ........ $ 57.49 $ 69.53 $ 69.40 $ 61.81 $ 54.05 $ 45.54 ======== ======== ======== ======== ======= ======== Total return(c) ....................... (7.76)% 8.11% 17.82% 17.20% 20.17% 24.80% RATIOS TO AVERAGE NET ASSETS(d) Expenses .............................. 0.69%(f) 0.66%(f) 0.66%(f) 0.67%(f) 0.69%(f) 0.75% Net investment income.................. 1.72% 1.28% 1.41% 0.81% 0.89% 0.60% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $164,147 $390,314 $333,372 $260,209 $26,701 $22,189 Portfolio turnover rate ............... 3.42%(g) 6.40% 7.44% 3.91% 7.03% 13.36% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Excludes the value of portfolio securities delivered as a result of in-kind redemptions. See Note 10. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 63 Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) FRANKLIN BALANCE SHEET INVESTMENT FUND SHARES VALUE - --------------------------------------------------------------------------- ------------ -------------- LONG TERM INVESTMENTS 91.7% CLOSED END MUTUAL FUNDS 1.6% DIVERSIFIED FINANCIALS 1.6% Apollo Investment Corp. ........................................... 206,582 $ 3,342,497 Emerging Markets Telecommunications Fund .......................... 250,000 5,812,500 H&Q Healthcare Investors .......................................... 150,000 2,311,500 John Hancock Bank and Thrift Opportunity Fund ..................... 1,650,000 9,751,500 Latin America Equity Fund Inc. .................................... 222,015 11,000,843 The Mexico Fund Inc. (Mexico) ..................................... 620,800 21,200,320 New Ireland Fund Inc. (Ireland) ................................... 135,000 2,731,050 Petroleum & Resources Corp. ....................................... 150,000 6,049,500 -------------- TOTAL CLOSED END MUTUAL FUNDS (COST $38,134,839) .................. 62,199,710 -------------- COMMON STOCKS 89.3% AUTOMOBILES & COMPONENTS 0.7% American Axle & Manufacturing Holdings Inc. ....................... 1,235,000 24,872,900 -------------- BANKS 3.1% (a) Corus Bankshares Inc. ............................................. 2,210,900 16,205,897 Farmers & Merchants Bank of Long Beach ............................ 1,475 7,323,375 First Niagara Financial Group Inc. ................................ 100,000 1,443,000 Freddie Mac ....................................................... 1,700,000 42,347,000 Hudson City Bancorp Inc. .......................................... 600,000 11,478,000 (a) MGIC Investment Corp. ............................................. 735,000 9,577,050 The PMI Group Inc. ................................................ 1,325,000 7,459,750 Radian Group Inc. ................................................. 1,300,000 7,020,000 UMB Financial Corp. ............................................... 136,800 6,790,752 Washington Mutual Inc. ............................................ 750,000 9,217,500 -------------- 118,862,324 -------------- CAPITAL GOODS 11.4% A.O. Smith Corp. .................................................. 893,600 27,647,984 Applied Industrial Technologies Inc. .............................. 1,378,250 33,298,520 Armstrong World Industries Inc. ................................... 284,738 10,133,826 CNH Global NV (Netherlands) ....................................... 1,025,100 44,222,814 (b) ESCO Technologies Inc. ............................................ 1,200,800 55,909,248 (b,c) Furmanite Corp. ................................................... 2,688,600 22,745,556 Lennox International Inc. ......................................... 650,000 21,541,000 Mueller Industries Inc. ........................................... 600,000 19,422,000 Oshkosh Corp. ..................................................... 960,000 38,976,000 (b) Quanta Services Inc. .............................................. 550,000 14,597,000 (b,c) Tecumseh Products Co., A .......................................... 1,000,000 31,330,000 (b,c) Tecumseh Products Co., B .......................................... 310,000 8,521,900 Timken Co. ........................................................ 1,115,000 40,307,250 (a) Trinity Industries Inc. ........................................... 2,200,000 66,880,000 -------------- 435,533,098 -------------- COMMERCIAL SERVICES & SUPPLIES 1.3% Kelly Services Inc., A ............................................ 2,300,000 51,175,000 -------------- 64 | Semiannual Report Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) (CONTINUED) FRANKLIN BALANCE SHEET INVESTMENT FUND SHARES VALUE - --------------------------------------------------------------------------- ------------ -------------- LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS (CONTINUED) CONSUMER DURABLES & APPAREL 5.8% D.R. Horton Inc. .................................................. 2,400,000 $ 37,176,000 (a,c) Furniture Brands International Inc. ............................... 3,400,000 46,070,000 Hasbro Inc......................................................... 1,515,000 53,873,400 Lennar Corp., A ................................................... 480,000 8,841,600 Lennar Corp., B.................................................... 48,000 804,000 M.D.C. Holdings Inc. .............................................. 693,000 30,200,940 Pulte Homes Inc.................................................... 2,600,000 33,904,000 (a) Standard Pacific Corp. ............................................ 2,500,000 12,650,000 -------------- 223,519,940 -------------- CONSUMER SERVICES 1.8% Bob Evans Farms Inc. .............................................. 323,300 9,075,031 (a,b) Vail Resorts Inc. ................................................. 1,245,000 60,793,350 -------------- 69,868,381 -------------- DIVERSIFIED FINANCIALS 0.7% (a) CIT Group Inc. .................................................... 2,300,000 25,047,000 -------------- ENERGY 7.0% (b) Bristow Group Inc.................................................. 900,000 47,475,000 (b) Exterran Holding Inc............................................... 982,123 65,595,995 (a) Overseas Shipholding Group Inc..................................... 756,000 56,896,560 Peabody Energy Corp. .............................................. 420,000 25,674,600 (a,b) PHI Inc. .......................................................... 77,500 2,797,750 (b) PHI Inc., non-voting .............................................. 352,000 13,224,640 Teekay Corp. (Bahamas) ............................................ 1,204,000 54,950,560 -------------- 266,615,105 -------------- FOOD, BEVERAGE & TOBACCO 5.5% (b) Alliance One International Inc. ................................... 2,504,200 15,400,830 (a) Bunge Ltd. ........................................................ 182,000 20,764,380 Corn Products International Inc. .................................. 1,914,639 88,800,957 (b) Smithfield Foods Inc. ............................................. 1,418,000 40,668,240 Universal Corp. ................................................... 717,800 46,075,582 -------------- 211,709,989 -------------- INSURANCE 20.0% American National Insurance Co. ................................... 647,500 72,377,550 Aspen Insurance Holdings Ltd. ..................................... 154,300 4,010,257 Assurant Inc. ..................................................... 800,700 52,045,500 Chubb Corp. ....................................................... 230,000 12,183,100 E-L Financial Corp. Ltd. (Canada) ................................. 104,666 55,913,323 Employers Holdings Inc. ........................................... 571,900 10,911,852 FBL Financial Group Inc., A ....................................... 575,000 15,921,750 Genworth Financial Inc., A ........................................ 1,600,000 36,896,000 IPC Holdings Ltd. ................................................. 1,768,800 51,489,768 Kansas City Life Insurance Co. .................................... 299,989 14,999,450 Manulife Financial Corp. (Canada) ................................. 970,000 37,985,200 (a) MBIA Inc........................................................... 815,000 8,476,000 MetLife Inc. ...................................................... 401,000 24,400,850 Semiannual Report | 65 Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) (CONTINUED) FRANKLIN BALANCE SHEET INVESTMENT FUND SHARES VALUE - --------------------------------------------------------------------------- ------------ -------------- LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS (CONTINUED) INSURANCE (CONTINUED) National Western Life Insurance Co., A ............................ 173,000 $ 43,876,260 Old Republic International Corp. .................................. 5,000,000 71,750,000 Presidential Life Corp. ........................................... 380,000 6,444,800 Principal Financial Group Inc. .................................... 225,000 12,073,500 Prudential Financial Inc. ......................................... 1,184,000 89,640,640 RLI Corp. ......................................................... 489,400 23,491,200 Selective Insurance Group Inc. .................................... 1,300,000 27,716,000 StanCorp Financial Group Inc. ..................................... 1,200,000 61,488,000 The Travelers Cos. Inc. ........................................... 575,000 28,980,000 -------------- 763,071,000 -------------- MATERIALS 9.8% (a) AbitibiBowater Inc. ............................................... 924,040 9,120,275 Ashland Inc. ...................................................... 266,546 14,132,269 MeadWestvaco Corp. ................................................ 1,525,000 40,107,500 Nucor Corp. ....................................................... 650,000 49,075,000 (b) PolyOne Corp. ..................................................... 1,375,000 10,147,500 Reliance Steel & Aluminum Co. ..................................... 1,328,000 80,715,840 Sherritt International Corp. (Canada) ............................. 3,253,500 45,389,410 (a) Texas Industries Inc. ............................................. 679,000 52,561,390 United States Steel Corp. ......................................... 310,000 47,724,500 (a) Westlake Chemical Corp. ........................................... 1,610,100 26,904,771 -------------- 375,878,455 -------------- PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES 1.4% (b) Watson Pharmaceuticals Inc. ....................................... 1,700,000 52,768,000 -------------- RETAILING 5.0% (a,b) Big Lots Inc. ..................................................... 1,550,000 41,896,500 The Cato Corp., A ................................................. 450,000 7,762,500 (a,b) Charming Shoppes Inc. ............................................. 4,425,000 22,833,000 Dillard's Inc., A ................................................. 750,000 15,300,000 Fred's Inc. ....................................................... 400,000 4,432,000 (a,b) Handleman Co. ..................................................... 1,000,000 740,000 (a) Haverty Furniture Cos. Inc. ....................................... 920,000 8,399,600 (a,b) Saks Inc. ......................................................... 1,750,000 22,767,500 (a,c) Syms Corp. ........................................................ 1,430,000 21,450,000 (a,b,c) Zale Corp. ........................................................ 2,221,000 46,019,120 -------------- 191,600,220 -------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT 0.6% (a,b) Spansion Inc., A................................................... 4,000,000 13,200,000 (b) Standard Microsystems Corp. ....................................... 369,700 10,961,605 -------------- 24,161,605 -------------- TRANSPORTATION 5.7% (b) ABX Holdings Inc. ................................................. 1,825,000 4,891,000 (b) Alaska Air Group Inc. ............................................. 1,350,600 29,010,888 Burlington Northern Santa Fe Corp. ................................ 400,000 41,020,000 (b,c) Dollar Thrifty Automotive Group Inc. .............................. 1,863,067 24,573,854 66 | Semiannual Report Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) (CONTINUED) FRANKLIN BALANCE SHEET INVESTMENT FUND SHARES VALUE - --------------------------------------------------------------------------- ------------ -------------- LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS (CONTINUED) TRANSPORTATION (CONTINUED) (b) Kansas City Southern .............................................. 722,500 $ 32,570,300 Norfolk Southern Corp. ............................................ 1,289,600 76,834,368 (a) Werner Enterprises Inc. ........................................... 500,000 9,725,000 -------------- 218,625,410 -------------- UTILITIES 9.5% Atmos Energy Corp. ................................................ 933,600 25,842,048 Avista Corp. ...................................................... 600,000 12,318,000 Entergy Corp. ..................................................... 599,000 68,801,140 IDACORP Inc. ...................................................... 520,000 16,868,800 (b,c,d) KGen Power Corp., 144A ............................................ 4,400,000 85,800,000 Northeast Utilities ............................................... 1,550,000 40,796,000 PNM Resources Inc. ................................................ 1,990,000 28,835,100 Sierra Pacific Resources .......................................... 4,910,000 66,923,300 Xcel Energy Inc. .................................................. 861,000 17,908,800 -------------- 364,093,188 -------------- TOTAL COMMON STOCKS (COST $2,240,647,083) ......................... 3,417,401,615 -------------- CONVERTIBLE PREFERRED STOCK (COST $24,240,000) 0.6% BANKS 0.6% Washington Mutual Inc., 7.75%, cvt. pfd., R ....................... 24,240 20,849,066 -------------- PRINCIPAL AMOUNT ----------- CORPORATE BOND (COST $5,543,685) 0.2% CAPITAL GOODS 0.2% Mueller Industries Inc., 6.00%, 11/01/14 .......................... $ 5,604,000 4,938,525 -------------- TOTAL LONG TERM INVESTMENTS (COST $2,308,565,607) ................. 3,505,388,916 -------------- SHARES ------------ SHORT TERM INVESTMENTS 14.3% MONEY MARKET FUND (COST $210,904,773) 5.5% (e) Franklin Institutional Fiduciauyst Money Tr Market Portfolio, 2.29% ............................................... 210,904,773 210,904,773 -------------- Semiannual Report| 67 Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) (CONTINUED) PRINCIPAL FRANKLIN BALANCE SHEET INVESTMENT FUND AMOUNT VALUE - --------------------------------------------------------------------------- ------------ -------------- SHORT TERM INVESTMENTS (CONTINUED) (f) REPURCHASE AGREEMENT (COST $111,983,124) 2.9% Joint Repurchase Agreement, 1.910%, 5/01/08 (Maturity Value $111,989,067) ..................................... $111,983,124 $ 111,983,124 -------------- ABN AMRO Bank, NV, New York Branch (Maturity Value $10,268,278) Banc of America Securities LLC (Maturity Value $9,663,537) Barclays Capital Inc. (Maturity Value $9,663,537) BNP Paribas Securities Corp. (Maturity Value $9,663,537) Credit Suisse Securities (USA) LLC (Maturity Value $8,053,134) Deutsche Bank Securities Inc. (Maturity Value $9,663,537) Goldman, Sachs & Co. (Maturity Value $9,663,537) Greenwich Capital Markets Inc. (Maturity Value $10,871,899) Lehman Brothers Inc. (Maturity Value $7,700,368) Merrill Lynch Government Securities Inc. (Maturity Value $9,663,537) Morgan Stanley & Co. Inc. (Maturity Value $7,450,629) UBS Securities LLC (Maturity Value $9,663,537) Collateralized by U.S. Government Agency Securities, 1.96% - 6.375%, 5/13/08 - 2/21/13; (g) U.S. Government Agency Discount Notes, 5/05/08 - 6/06/08 and U.S. Treasury Notes, 3.00%- 5.00%. 7/31/08 - 5/31/12 SHARES ------------ (h) INVESTMENTS FROM CASH COLLATERAL RECEIVED FOR LOANED SECURITIES 5.9% MONEY MARKET FUND (COST $225,262,606) 5.9% (i) Bank of New York Institutional Cash Reserve Fund, 2.71% ........... 225,262,606 225,262,606 -------------- TOTAL INVESTMENTS (COST $2,856,716,110) 106.0%..................... 4,053,539,419 OTHER ASSETS, LESS LIABILITIES (6.0)%.............................. (227,690,932) -------------- NET ASSETS 100.0%.................................................. $3,825,848,487 ============== (a) A portion or all of the security is on loan as of April 30, 2008. See Note 1(e). (b) Non-income producing for the twelve months ended April 30, 2008. (c) See Note 9 regarding holdings of 5% voting securities. (d) Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust's Board of Trustees. At April 30, 2008, the value of this security was $85,800,000, representing 2.24% of net assets. (e) See Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end. (f) See Note 1(c) regarding repurchase agreements. (g) The security is traded on a discount basis with no stated coupon rate. (h) See Note 1(e) regarding securities on loan. (i) The rate shown is the annualized seven-day yield at period end. 68 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL HIGHLIGHTS FRANKLIN LARGE CAP VALUE FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 -------------------------------------------------------------- CLASS A (UNAUDITED) 2007 2006 2005 2004 2003 - --------------------------------------- ---------------- ----------- ------------ ------------ ----------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 16.75 $ 16.55 $ 14.66 $ 14.01 $ 12.40 $ 10.48 -------- ------- -------- -------- -------- ------- Income from investment operations(a): Net investment income(b) ........... 0.09 0.21 0.20 0.13 0.08 0.07 Net realized and unrealized gains (losses) ........................ (1.15) 1.04 2.18 0.63 1.58 1.92 -------- ------- -------- -------- -------- ------- Total from investment operations (1.06) 1.25 2.38 0.76 1.66 1.99 -------- ------- -------- -------- -------- ------- Less distributions from: Net investment income .............. (0.23) (0.21) (0.15) (0.08) (0.05) (0.07) Net realized gains ................. (0.97) (0.84) (0.34) (0.03) -- -- -------- ------- -------- -------- -------- ------- Total distributions ................... (1.20) (1.05) (0.49) (0.11) (0.05) (0.07) -------- ------- -------- -------- -------- ------- Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) -- -------- ------- -------- -------- -------- ------- Net asset value, end of period ........ $ 14.49 $ 16.75 $ 16.55 $ 14.66 $ 14.01 $ 12.40 ======== ======= ======== ======== ======== ======= Total return(c)........................ (6.27)% 7.82% 16.62% 5.42% 13.45% 19.08% RATIOS TO AVERAGE NET ASSETS(d) Expenses .............................. 1.37%(f) 1.34%(f) 1.33%(f) 1.29%(f) 1.31% 1.38% Net investment income ................. 1.31% 1.25% 1.29% 0.91% 0.59% 0.60% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $130,559 $151,156 $184,225 $156,841 $127,267 $59,600 Portfolio turnover rate ............... 4.26% 22.74% 34.36% 25.33% 21.69% 27.47% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 69 Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN LARGE CAP VALUE FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ------------------------------------------------------ CLASS B (UNAUDITED) 2007 2006 2005 2004 2003 - --------------------------------------- ---------------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 16.52 $ 16.34 $ 14.47 $ 13.85 $ 12.29 $ 10.39 ------- ------- ------- ------- ------- ------- Income from investment operations(a): Net investment income (loss)(b) .... 0.04 0.10 0.10 0.04 (0.01) (0.01) Net realized and unrealized gains (losses) ........................ (1.13) 1.02 2.16 0.61 1.58 1.92 ------- ------- ------- ------- ------- ------- Total from investment operations ...... (1.09) 1.12 2.26 0.65 1.57 1.91 ------- ------- ------- ------- ------- ------- Less distributions from: Net investment income .............. (0.12) (0.10) (0.05) --(g) (0.01) (0.01) Net realized gains ................. (0.97) (0.84) (0.34) (0.03) -- -- ------- ------- ------- ------- ------- ------- Total distributions ................... (1.09) (0.94) (0.39) (0.03) (0.01) (0.01) ------- ------- ------- ------- ------- ------- Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) -- ------- ------- ------- ------- ------- ------- Net asset value, end of period ........ $ 14.34 $ 16.52 $ 16.34 $ 14.47 $ 13.85 $ 12.29 ======= ======= ======= ======= ======= ======= Total return(c) ....................... (6.60)% 7.08% 15.90% 4.71% 12.76% 18.35% RATIOS TO AVERAGE NET ASSETS(d) Expenses .............................. 2.07%(f) 2.00%(f) 1.98%(f) 1.94%(f) 1.96% 2.04% Net investment income (loss) .......... 0.61% 0.59% 0.64% 0.26% (0.06)% (0.06)% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $14,635 $18,598 $22,120 $22,072 $21,794 $10,865 Portfolio turnover rate ............... 4.26% 22.74% 34.36% 25.33% 21.69% 27.47% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Includes a dividend distribution in the amount of $0.0024. 70 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN LARGE CAP VALUE FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ------------------------------------------------------ CLASS C (UNAUDITED) 2007 2006 2005 2004 2003 - ------- ---------------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 16.51 $ 16.34 $ 14.47 $ 13.85 $ 12.28 $ 10.39 ------- ------- ------- ------- ------- ------- Income from investment operations(a): Net investment income (loss)(b) .... 0.04 0.10 0.10 0.04 (0.01) (0.01) Net realized and unrealized gains (losses) ........................ (1.14) 1.02 2.16 0.61 1.58 1.91 ------- ------- ------- ------- ------- ------- Total from investment operations ...... (1.10) 1.12 2.26 0.65 1.57 1.90 ------- ------- ------- ------- ------- ------- Less distributions from: Net investment income .............. (0.11) (0.11) (0.05) -- -- (0.01) Net realized gains ................. (0.97) (0.84) (0.34) (0.03) -- -- ------- ------- ------- ------- ------- ------- Total distributions ................... (1.08) (0.95) (0.39) (0.03) -- (0.01) ------- ------- ------- ------- ------- ------- Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) -- ------- ------- ------- ------- ------- ------- Net asset value, end of period ........ $ 14.33 $ 16.51 $ 16.34 $ 14.47 $ 13.85 $ 12.28 ======= ======= ======= ======= ======= ======= Total return(c) ....................... (6.63)% 7.07% 15.92% 4.69% 12.78% 18.35% RATIOS TO AVERAGE NET ASSETS(d) Expenses .............................. 2.07%(f) 1.99%(f) 1.97%(f) 1.94%(f) 1.96% 2.06% Net investment income (loss) .......... 0.61% 0.60% 0.65% 0.26% (0.06)% (0.08)% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $40,670 $52,711 $63,983 $59,929 $57,966 $32,592 Portfolio turnover rate ............... 4.26% 22.74% 34.36% 25.33% 21.69% 27.47% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 71 Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN LARGE CAP VALUE FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ------------------------------------------------- CLASS R (UNAUDITED) 2007 2006 2005 2004 2003 - ------- ---------------- ------ ------ ------ ------ ------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $16.61 $16.42 $14.56 $13.93 $12.34 $10.48 ------ ------ ------ ------ ------ ------ Income from investment operations(a): Net investment income(b) ........... 0.08 0.17 0.17 0.11 0.06 0.05 Net realized and unrealized gains (losses) ........................ (1.15) 1.05 2.17 0.61 1.59 1.90 ------ ------ ------ ------ ------ ------ Total from investment operations ...... (1.07) 1.22 2.34 0.72 1.65 1.95 ------ ------ ------ ------ ------ ------ Less distributions from: Net investment income .............. (0.21) (0.19) (0.14) (0.06) (0.06) (0.09) Net realized gains ................. (0.97) (0.84) (0.34) (0.03) -- -- ------ ------ ------ ------ ------ ------ Total distributions ................... (1.18) (1.03) (0.48) (0.09) (0.06) (0.09) ------ ------ ------ ------ ------ ------ Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) -- ------ ------ ------ ------ ------ ------ Net asset value, end of period ........ $14.36 $16.61 $16.42 $14.56 $13.93 $12.34 ====== ====== ====== ====== ====== ====== Total return(c) ....................... (6.33)% 7.59% 16.46% 5.19% 13.44% 18.77% RATIOS TO AVERAGE NET ASSETS(d) Expenses .............................. 1.57%(f) 1.50%(f) 1.48%(f) 1.44%(f) 1.46% 1.54% Net investment income ................. 1.11% 1.09% 1.14% 0.76% 0.44% 0.44% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $5,913 $7,812 $7,717 $6,896 $3,414 $ 826 Portfolio turnover rate ............... 4.26% 22.74% 34.36% 25.33% 21.69% 27.47% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. 72 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN LARGE CAP VALUE FUND YEAR ENDED SIX MONTHS ENDED OCTOBER 31, APRIL 30, 2008 ------------------ ADVISOR CLASS (UNAUDITED) 2007 2006(g) - ------------- ---------------- ------ ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period ..... $16.76 $16.56 $14.63 ------ ------ ------ Income from investment operations(a): Net investment income(b) .............. 0.11 0.25 0.24 Net realized and unrealized gains (losses) ........................... (1.15) 1.06 2.23 ------ ------ ------ Total from investment operations ......... (1.04) 1.31 2.47 ------ ------ ------ Less distributions from: Net investment income ................. (0.30) (0.27) (0.20) Net realized gains .................... (0.97) (0.84) (0.34) ------ ------ ------ Total distributions ...................... (1.27) (1.11) (0.54) ------ ------ ------ Redemption fees .......................... --(e) --(e) --(e) ------ ------ ------ Net asset value, end of period ........... $14.45 $16.76 $16.56 ====== ====== ====== Total return(c) .......................... (6.12)% 8.12% 17.09% RATIOS TO AVERAGE NET ASSETS(d) Expenses ................................. 1.07%(f) 1.00%(f) 0.98%(f) Net investment income .................... 1.61% 1.59% 1.64% SUPPLEMENTAL DATA Net assets, end of period (000's) ........ $3,504 $3,381 $1,989 Portfolio turnover rate .................. 4.26% 22.74% 34.36% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) For the period November 1, 2005 (effective date) to October 31, 2006. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 73 Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) SHARES VALUE --------- ------------ FRANKLIN LARGE CAP VALUE FUND LONG TERM INVESTMENTS 98.2% COMMON STOCKS 97.8% BANKS 4.8% Freddie Mac .............................................. 84,600 $ 2,107,386 U.S. Bancorp ............................................. 115,000 3,897,350 Wachovia Corp. ........................................... 63,000 1,836,450 Washington Mutual Inc. ................................... 130,000 1,597,700 ------------ 9,438,886 ------------ CAPITAL GOODS 15.0% 3M Co. ................................................... 43,000 3,306,700 Dover Corp. .............................................. 102,300 5,060,781 General Electric Co. ..................................... 204,000 6,670,800 Illinois Tool Works Inc. ................................. 130,000 6,797,700 Masco Corp. .............................................. 108,000 1,966,680 United Technologies Corp. ................................ 75,000 5,435,250 ------------ 29,237,911 ------------ CONSUMER DURABLES & APPAREL 6.2% D.R. Horton Inc. ......................................... 335,000 5,189,150 Fortune Brands Inc. ...................................... 69,000 4,665,780 NIKE Inc., B.............................................. 34,000 2,271,200 ------------ 12,126,130 ------------ CONSUMER SERVICES 1.7% McDonald's Corp. ......................................... 55,000 3,276,900 ------------ DIVERSIFIED FINANCIALS 6.3% Bank of America Corp...................................... 86,000 3,228,440 The Bank of New York Mellon Corp. ........................ 85,000 3,700,050 Citigroup Inc. ........................................... 81,000 2,046,870 Lehman Brothers Holdings Inc. ............................ 24,000 1,061,760 Morgan Stanley............................................ 45,000 2,187,000 ------------ 12,224,120 ------------ ENERGY 16.9% Apache Corp. ............................................. 49,000 6,599,320 BP PLC, ADR (United Kingdom) ............................. 41,000 2,984,390 Chesapeake Energy Corp. .................................. 55,000 2,843,500 ConocoPhillips ........................................... 52,000 4,479,800 Devon Energy Corp. ....................................... 35,000 3,969,000 Exxon Mobil Corp. ........................................ 65,000 6,049,550 Occidental Petroleum Corp. ............................... 73,000 6,074,330 ------------ 32,999,890 ------------ FOOD & STAPLES RETAILING 3.4% Wal-Mart Stores Inc. ..................................... 114,000 6,609,720 ------------ HEALTH CARE EQUIPMENT & SERVICES 1.6% Becton Dickinson and Co. ................................. 34,000 3,039,600 ------------ 74 | Semiannual Report Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) (CONTINUED) FRANKLIN LARGE CAP VALUE FUND SHARES VALUE - ----------------------------- --------- ------------ LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS (CONTINUED) HOUSEHOLD & PERSONAL PRODUCTS 4.9% Kimberly-Clark Corp. ..................................... 70,000 $ 4,479,300 The Procter & Gamble Co. ................................. 76,000 5,095,800 ------------ 9,575,100 ------------ INSURANCE 7.5% The Allstate Corp. ....................................... 75,000 3,777,000 Ambac Financial Group Inc. ............................... 67,000 310,210 American International Group Inc. ........................ 77,100 3,562,020 Chubb Corp. .............................................. 75,000 3,972,750 MetLife Inc. ............................................. 50,000 3,042,500 ------------ 14,664,480 ------------ MATERIALS 10.1% Alcoa Inc. ............................................... 92,000 3,199,760 The Dow Chemical Co. ..................................... 105,000 4,215,750 Nucor Corp. .............................................. 85,000 6,417,500 Praxair Inc. ............................................. 65,000 5,935,150 ------------ 19,768,160 ------------ PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES 5.0% Abbott Laboratories ...................................... 68,000 3,587,000 Merck & Co. Inc. ......................................... 63,500 2,415,540 Pfizer Inc. .............................................. 187,700 3,774,647 ------------ 9,777,187 ------------ RETAILING 3.7% J.C. Penney Co. Inc. ..................................... 70,000 2,975,000 Nordstrom Inc. ........................................... 34,000 1,198,840 (a) Office Depot Inc. ........................................ 245,000 3,106,600 ------------ 7,280,440 ------------ SOFTWARE & SERVICES 2.2% Microsoft Corp. .......................................... 148,000 4,220,960 ------------ TECHNOLOGY HARDWARE & EQUIPMENT 4.7% Hewlett-Packard Co. ...................................... 69,000 3,198,150 International Business Machines Corp. .................... 50,000 6,035,000 ------------ 9,233,150 ------------ TRANSPORTATION 1.9% Norfolk Southern Corp. ................................... 63,000 3,753,540 ------------ UTILITIES 1.9% Entergy Corp. ............................................ 32,500 3,732,950 ------------ TOTAL COMMON STOCKS (COST $161,842,876) .................. 190,959,124 ------------ Semiannual Report | 75 Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) (CONTINUED) SHARES VALUE --------- ------------ FRANKLIN LARGE CAP VALUE FUND LONG TERM INVESTMENTS (CONTINUED) CONVERTIBLE PREFERRED STOCK (COST $886,645) 0.4% BANKS 0.4% Washington Mutual Inc., 7.75%, cvt. pfd., R............... 1000 $ 860,110 ------------ TOTAL LONG TERM INVESTMENTS (COST $162,729,521)........... 191,819,234 ------------ SHORT TERM INVESTMENT (COST $4,334,921) 2.2% MONEY MARKET FUND 2.2% (b) Franklin Institutional Fiduciary Trust Money Market Portfolio, 2.29%.......................................... 4,334,921 4,334,921 ------------ TOTAL INVESTMENTS (COST $167,064,442) 100.4%.............. 196,154,155 OTHER ASSETS, LESS LIABILITIES (0.4)%..................... (872,287) ------------ NET ASSETS 100.0%......................................... $195,281,868 ============ See Selected Portfolio Abbreviations on page 99. (a) Non-income producing for the twelve months ended April 30, 2008. (b) See Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end. 76 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL HIGHLIGHTS FRANKLIN MICROCAP VALUE FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ------------------------------------------------------------ CLASS A (UNAUDITED) 2007 2006 2005 2004 2003 - --------------------------------------- ---------------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 44.02 $ 41.32 $ 38.15 $ 34.48 $ 30.41 $ 24.09 -------- -------- -------- -------- -------- -------- Income from investment operations(a): Net investment income (loss)(b)..... 0.26 0.39 0.48 0.18 0.05 (0.04) Net realized and unrealized gains (losses)............ (6.44) 5.10 5.73 5.32 4.65 7.80 -------- -------- -------- -------- -------- -------- Total from investment operations....... (6.18) 5.49 6.21 5.50 4.70 7.76 -------- -------- -------- -------- -------- -------- Less distributions from: Net investment income............... (0.41) (0.57) (0.19) (0.05) -- -- Net realized gains.................. (5.21) (2.22) (2.85) (1.78) (0.63) (1.44) -------- -------- -------- -------- -------- -------- Total distributions.................... (5.62) (2.79) (3.04) (1.83) (0.63) (1.44) -------- -------- -------- -------- -------- -------- Redemption fees........................ --(e) --(e) --(e) --(e) --(e) -- -------- -------- -------- -------- -------- -------- Net asset value, end of period......... $ 32.22 $ 44.02 $ 41.32 $ 38.15 $ 34.48 $ 30.41 ======== ======== ======== ======== ======== ======== Total return(c)........................ (14.52)% 13.73% 17.25% 16.45% 15.64% 33.90% RATIOS TO AVERAGE NET ASSETS(d) Expenses............................... 1.10%(f) 1.08%(f) 1.11%(f) 1.10%(f) 1.12%(f) 1.23% Net investment income (loss)........... 1.49% 0.89% 1.22% 0.48% 0.13% (0.16)% SUPPLEMENTAL DATA Net assets, end of period (000's)...... $342,134 $467,995 $473,837 $443,037 $418,464 $310,995 Portfolio turnover rate................ 5.79% 9.95% 6.47% 13.86% 11.38% 13.35% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 77 Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MICROCAP VALUE FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ---------------------- ADVISOR CLASS (UNAUDITED) 2007 2006(g) - --------------------------------------- ---------------- -------- --------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period... $ 44.14 $ 41.43 $38.28 ------- ------- ------ Income from investment operations(a): Net investment income(b)............ 0.30 0.49 0.61 Net realized and unrealized gains (losses)......................... (6.45) 5.11 5.58 ------- ------- ------ Total from investment operations....... (6.15) 5.60 6.19 ------- ------- ------ Less distributions from: Net investment income............... (0.53) (0.67) (0.19) Net realized gains.................. (5.21) (2.22) (2.85) ------- ------- ------ Total distributions.................... (5.74) (2.89) (3.04) ------- ------- ------ Redemption fees........................ --(e) --(e) --(e) ------- ------- ------ Net asset value, end of period ........ $ 32.25 $ 44.14 $41.43 ======= ======= ====== Total return(c)........................ (14.43)% 13.99% 17.56% RATIOS TO AVERAGE NET ASSETS(d) Expenses............................... 0.86%(f) 0.84%(f) 0.87%(f) Net investment income.................. 1.73% 1.13% 1.46% SUPPLEMENTAL DATA Net assets, end of period (000's)...... $55,254 $32,796 $ 6,298 Portfolio turnover rate................ 5.79% 9.95% 6.47% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) For the period November 1, 2005 (effective date) to October 31, 2006. 78 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) FRANKLIN MICROCAP VALUE FUND SHARES VALUE - -------------------------------------------------- ----------- ------------ LONG TERM INVESTMENTS 83.7% COMMON STOCKS AND OTHER EQUITY INTERESTS 80.2% AUTOMOBILES & COMPONENTS 0.2% (a,b) Proliance International Inc. ............. 823,800 $ 922,656 ------------ BANKS 3.0% Beverly Hills Bancorp Inc. ............... 866,488 1,776,300 (a) BFC Financial Corp., A ................... 1,000,000 1,000,000 (a,b,c) Black River BancVenture Inc. ............. 495,000 4,307,985 First Defiance Financial Corp. ........... 235,000 4,392,150 WSB Holdings Inc. ........................ 104,900 571,705 ------------ 12,048,140 ------------ CAPITAL GOODS 15.4% Alamo Group Inc. ......................... 108,400 2,207,024 Burnham Holdings Inc., A ................. 182,000 2,661,750 CIRCOR International Inc. ................ 211,700 10,197,589 (b) Espey Manufacturing & Electronics Corp. .. 156,000 3,237,000 (a,d) Gehl Co. ................................. 300,000 4,629,000 Gibraltar Industries Inc. ................ 356,099 3,721,235 (b) Hardinge Inc. ............................ 775,000 12,927,000 Insteel Industries Inc. .................. 100,000 1,246,000 (a,d) Ladish Co. Inc. .......................... 7,306 219,618 (a) Northwest Pipe Co. ....................... 179,500 7,632,340 Smith Investment Co. ..................... 44,600 4,114,350 (a) Sparton Corp. ............................ 394,402 1,837,913 (a) Tecumseh Products Co., A ................. 200,000 6,266,000 (a) Tecumseh Products Co., B ................. 12,799 351,845 ------------ 61,248,664 ------------ COMMERCIAL SERVICES & SUPPLIES 6.8% Courier Corp. ............................ 200,000 4,708,000 Ecology and Environment Inc., A .......... 212,100 2,513,385 Healthcare Services Group Inc. ........... 585,900 8,940,834 (a) Layne Christensen Co. .................... 70,000 2,986,900 (a,b) Nashua Corp. ............................. 357,930 3,647,307 (a) Spherion Corp. ........................... 850,000 4,199,000 ------------ 26,995,426 ------------ CONSUMER DURABLES & APPAREL 4.3% Bassett Furniture Industries Inc. ........ 132,601 1,583,256 (a) Cavalier Homes Inc. ...................... 432,000 756,000 (a) Chromcraft Revington Inc. ................ 200,000 756,000 (b) Cobra Electronics Corp. .................. 420,000 1,327,200 (b) Delta Apparel Inc. ....................... 705,000 3,102,000 (a) The Dixie Group Inc. ..................... 455,000 3,549,000 Flexsteel Industries Inc. ................ 225,000 2,504,250 (a) P & F Industries Inc., A ................. 88,400 374,816 (a,b) Rockford Corp. . ....................... 575,000 767,625 (b,d) Tandy Brands Accessories Inc. ............ 540,000 2,243,700 ------------ 16,963,847 ------------ Semiannual Report | 79 Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) (CONTINUED) FRANKLIN MICROCAP VALUE FUND SHARES VALUE - -------------------------------------------------- ----------- ------------ LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS AND OTHER EQUITY INTERESTS (CONTINUED) DIVERSIFIED FINANCIALS 1.5% Kohlberg Capital Corp. ................... 600,834 $ 6,032,373 ------------ ENERGY 3.9% (a,d) PHI Inc. ................................. 17,600 635,360 (a) PHI Inc., non-voting ..................... 394,499 14,821,327 ------------ 15,456,687 ------------ FOOD & STAPLES RETAILING 2.5% Village Super Market Inc., A ............. 214,000 10,077,260 ------------ FOOD, BEVERAGE & TOBACCO 12.3% (a) Alliance One International Inc. .......... 1,167,000 7,177,050 Griffin Land & Nurseries Inc. ............ 173,000 5,703,810 (a,d) John B. Sanfilippo & Son Inc. ............ 200,000 2,146,000 (a) Omega Protein Corp. ...................... 870,000 13,050,000 (a) Seneca Foods Corp., A .................... 256,600 5,260,300 (a) Seneca Foods Corp., B .................... 121,500 2,473,740 (a) Smithfield Foods Inc. .................... 453,600 13,009,248 ------------ 48,820,148 ------------ INSURANCE 5.5% (a,b) ACMAT Corp., A ........................... 392,800 9,397,740 Baldwin & Lyons Inc., B .................. 228,264 5,425,836 Mercer Insurance Group Inc. .............. 115,000 1,976,850 Safety Insurance Group Inc. .............. 51,000 1,830,900 (a) United America Indemnity Ltd. ............ 217,168 3,357,417 ------------ 21,988,743 ------------ MATERIALS 8.2% (a,b) American Pacific Corp. ................... 676,300 11,652,649 Central Steel and Wire Co. ............... 6,905 4,764,450 (a,b) Continental Materials Corp. .............. 109,000 2,512,450 (a) Intertape Polymer Group Inc. (Canada) .... 370,000 869,500 (a) Mercer International Inc. (Germany) ...... 761,400 5,108,994 The Monarch Cement Co. ................... 42,444 1,188,432 (a) RTI International Metals Inc. ............ 140,000 5,766,600 Schweitzer-Mauduit International Inc. .... 34,724 768,442 ------------ 32,631,517 ------------ REAL ESTATE 2.6% Arbor Realty Trust Inc. .................. 50,000 863,500 Arbor Realty Trust Inc. (legend shares) .. 270,000 4,662,900 Bresler & Reiner Inc. .................... 205,000 4,622,750 (a,c) LandCo Real Estate LLC, Liquidating Trust ..................... 94,800 168,744 ------------ 10,317,894 ------------ RETAILING 5.0% Brown Shoe Co. Inc. ...................... 282,481 4,711,783 The Coast Distribution System Inc. ....... 66,800 354,040 (a,b) Duckwall-ALCO Stores Inc. ................ 227,500 2,648,100 Fred's Inc. .............................. 250,000 2,770,000 80 | Semiannual Report Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) (CONTINUED) FRANKLIN MICROCAP VALUE FUND SHARES VALUE - -------------------------------------------------- ----------- ------------ LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS AND OTHER EQUITY INTERESTS (CONTINUED) RETAILING (CONTINUED) (a,d) Handleman Co. ............................ 1,020,000 $ 754,800 (d) Haverty Furniture Cos. Inc. .............. 477,000 4,355,010 (a,b) S&K Famous Brands Inc. ................... 255,500 804,825 (a) Shoe Carnival Inc. ....................... 233,378 3,260,291 ------------ 19,658,849 ------------ TECHNOLOGY HARDWARE & EQUIPMENT 1.2% (a,c,e) Allen Organ Co., Contingent Distribution .......................... 94,800 1,016,256 (a,b) GTSI Corp. ............................... 488,140 3,905,120 ------------ 4,921,376 ------------ TELECOMMUNICATION SERVICES 3.5% Atlantic Tele-Network Inc. ............... 410,000 12,763,300 North State Telecommunications Corp., B .. 13,100 997,238 ------------ 13,760,538 ------------ TRANSPORTATION 4.3% (a,b) International Shipholding Corp. .......... 445,000 8,459,450 (a) P.A.M. Transportation Services Inc. ...... 312,200 4,445,728 Providence and Worcester Railroad Co. .... 205,000 4,018,000 ------------ 16,923,178 ------------ TOTAL COMMON STOCKS AND OTHER EQUITY INTERESTS (COST $224,133,593) ......... 318,767,296 ------------ CONVERTIBLE PREFERRED STOCKS 1.6% FOOD, BEVERAGE & TOBACCO 1.6% (a) Seneca Foods Corp., cvt. participating pfd. .................... 200,000 4,100,000 (a) Seneca Foods Corp., cvt. participating pfd., Series 2003 ....... 100,000 2,050,000 ------------ TOTAL CONVERTIBLE PREFERRED STOCKS (COST $4,905,000) ..................... 6,150,000 ------------ PRINCIPAL AMOUNT ----------- CONVERTIBLE BONDS (COST $7,000,000) 1.9% MATERIALS 1.9% (f) Mercer International Inc., cvt., senior sub. note, 144A, 8.50%, 10/15/10 (Germany) ............. $ 7,000,000 7,542,500 ------------ TOTAL LONG TERM INVESTMENTS (COST $236,038,593) ................... 332,459,796 ------------ Semiannual Report | 81 Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) (CONTINUED) FRANKLIN MICROCAP VALUE FUND SHARES VALUE - -------------------------------------------------- ----------- ------------ SHORT TERM INVESTMENTS 16.9% MONEY MARKET FUND (COST $65,528,413) 16.5% (g) Franklin Institutional Fiduciary Trust Money Market Portfolio, 2.29% ... 65,528,413 $ 65,528,413 ------------ (h) INVESTMENTS FROM CASH COLLATERAL RECEIVED FOR LOANED SECURITIES 0.4% MONEY MARKET FUND (COST $1,683,378) 0.4% (i) Bank of New York Institutional Cash Reserve Fund, 2.71% ................... 1,683,378 1,683,378 ------------ TOTAL INVESTMENTS (COST $303,250,384) 100.6% ............ 399,671,587 ------------ OTHER ASSETS, LESS LIABILITIES (0.6)% .... (2,283,789) ------------ NET ASSETS 100.0% ........................ $397,387,798 ============ (a) Non-income producing for the twelve months ended April 30, 2008. (b) See Note 9 regarding holdings of 5% voting securities. (c) See Note 8 regarding restricted securities. (d) A portion or all of the security is on loan as of April 30, 2008. See Note 1(e). (e) Contingent distributions represent the right to receive additional distributions, if any, during the reorganization of the underlying company. (f) Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. These securities have been deemed liquid under guidelines approved by the Trust's Board of Trustees. At April 30, 2008, the value of this security was $7,542,500, representing 1.90% of net assets. (g) See Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end. (h) See Note 1(e) regarding securities on loan. (i) The rate shown is the annualized seven-day yield at period end. 82 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL HIGHLIGHTS FRANKLIN MIDCAP VALUE FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ------------------------------- CLASS A (UNAUDITED) 2007 2006 2005(h) - ------- ---------------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period.... $ 11.92 $ 11.37 $ 9.80 $ 10.00 ------- ------- ------- ------- Income from investment operations(a): Net investment income(b)............. 0.04 0.27(g) 0.04 0.01 Net realized and unrealized gains (losses).......................... (0.80) 0.63 1.59 (0.21) ------- ------- ------- ------- Total from investment operations........ (0.76) 0.90 1.63 (0.20) ------- ------- ------- ------- Less distributions from: Net investment income................ (0.12) (0.20) (0.06) -- Net realized gains................... (0.15) (0.15) -- -- ------- ------- ------- ------- Total distributions..................... (0.27) (0.35) (0.06) -- ------- ------- ------- ------- Redemption fees......................... --(e) --(e) --(e) --(e) ------- ------- ------- ------- Net asset value, end of period.......... $ 10.89 $ 11.92 $ 11.37 $ 9.80 ======= ======= ======= ======= Total return(c)......................... (6.36)% 8.01% 16.70% (2.00)% RATIOS TO AVERAGE NET ASSETS(d) Expenses before waiver and payments by affiliates........................... 1.67% 1.65% 1.97% 2.57% Expenses net of waiver and payments by affiliates........................... 1.40%(f) 1.40%(f) 1.40%(f) 1.40% Net investment income................... 0.66% 2.26%(g) 0.38% 0.37% SUPPLEMENTAL DATA Net assets, end of period (000's)....... $65,043 $72,497 $42,677 $11,804 Portfolio turnover rate................. 9.95% 12.39% 10.96% --% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Net investment income per share includes approximately $0.13 per share received in the form of a special dividend paid in connection with a corporate spin-off. Excluding this non-recurring amount, the ratio of net investment income to average net assets would have been 1.18%. (h) For the period July 1, 2005 (commencement of operations) to October 31, 2005. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 83 Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MIDCAP VALUE FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ------------------------------ CLASS C (UNAUDITED) 2007 2006 2005(h) - ------- ---------------- ------- ------ ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period.... $ 11.81 $11.29 $ 9.78 $10.00 ------- ------- ------ ------ Income from investment operations(a): Net investment income (loss)(b)...... --(e) 0.20(g) (0.03) (0.01) Net realized and unrealized gains (losses).......................... (0.77) 0.61 1.59 (0.21) ------- ------- ------ ------ Total from investment operations........ (0.77) 0.81 1.56 (0.22) ------- ------- ------ ------ Less distributions from: Net investment income................ (0.06) (0.14) (0.05) -- Net realized gains................... (0.15) (0.15) -- -- ------- ------- ------ ------ Total distributions..................... (0.21) (0.29) (0.05) -- ------- ------- ------ ------ Redemption fees......................... --(e) --(e) --(e) --(e) ------- ------- ------ ------ Net asset value, end of period.......... $ 10.83 $ 11.81 $11.29 $ 9.78 ======= ======= ====== ====== Total return(c) (6.58)% 7.27% 15.95% (2.20)% RATIOS TO AVERAGE NET ASSETS(d) Expenses before waiver and payments by affiliates........................... 2.30% 2.30% 2.60% 3.22% Expenses net of waiver and payments by affiliates........................... 2.03%(f) 2.05%(f) 2.03%(f) 2.05% Net investment income (loss)............ 0.03% 1.61%(g) (0.25)% (0.28)% SUPPLEMENTAL DATA Net assets, end of period (000's)....... $14,434 $15,103 $9,406 $3,275 Portfolio turnover rate................. 9.95% 12.39% 10.96% --% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Net investment income per share includesapproximately $0.13 per share received in the form of a special dividend paid in connection with a corporate spin-off. Excluding this non-recurring amount, the ratio of net investment income to average net assets would have been 0.53%. (h) For the period July 1, 2005 (commencement of operations) to October 31, 2005. 84 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MIDCAP VALUE FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ------------------------------ CLASS R (UNAUDITED) 2007 2006 2005(h) - ------- ---------------- ------- ------ ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period.... $11.87 $11.35 $ 9.80 $10.00 ------ ------ ------ ------ Income from investment operations(a): Net investment income(b)............. 0.03 0.27(g) 0.02 0.01 Net realized and unrealized gains (losses).......................... (0.79) 0.61 1.59 (0.21) ------ ------ ------ ------ Total from investment operations........ (0.76) 0.88 1.61 (0.20) ------ ------ ------ ------ Less distributions from: Net investment income................ (0.08) (0.21) (0.06) -- Net realized gains................... (0.15) (0.15) -- -- ------ ------ ------ ------ Total distributions..................... (0.23) (0.36) (0.06) -- ------ ------ ------ ------ Redemption fees......................... --(e) --(e) --(e) --(e) ------ ------- ------ ------ Net asset value, end of period.......... $10.88 $11.87 $11.35 $ 9.80 ====== ====== ====== ====== Total return(c)......................... (6.45)% 7.85% 16.47% (2.00)% RATIOS TO AVERAGE NET ASSETS(d) Expenses before waiver and payments by affiliates........................... 1.82% 1.80% 2.12% 2.72% Expenses net of waiver and payments by affiliates........................... 1.55%(f) 1.55%(f) 1.55%(f) 1.55% Net investment income................... 0.51% 2.11%(g) 0.23% 0.22% SUPPLEMENTAL DATA Net assets, end of period (000's)....... $ 436 $ 690 $ 133 $ 36 Portfolio turnover rate................. 9.95% 12.39% 10.96% --% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Net investment income per share includesapproximately $0.13 per share received in the form of a special dividend paid in connection with a corporate spin-off. Excluding this non-recurring amount, the ratio of net investment income to average net assets would have been 1.03%. (h) For the period July 1, 2005 (commencement of operations) to October 31, 2005. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 85 Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN MIDCAP VALUE FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ----------------------------- ADVISOR CLASS (UNAUDITED) 2007 2006 2005(h) - ------------- ---------------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period.... $11.99 $11.42 $ 9.81 $10.00 ------ ------ ------ ------ Income from investment operations(a): Net investment income(b)............. 0.05 0.33(g) 0.08 0.03 Net realized and unrealized gains (losses).......................... (0.79) 0.62 1.60 (0.22) ------ ------ ------ ------ Total from investment operations........ (0.74) 0.95 1.68 (0.19) ------ ------ ------ ------ Less distributions from: Net investment income............... (0.16) (0.23) (0.07) -- Net realized gains................... (0.15) (0.15) -- -- ------ ------ ------ ------ Total distributions..................... (0.31) (0.38) (0.07) -- ------ ------ ------ ------ Redemption fees......................... --(e) --(e) --(e) --(e) ------ ------ ------ ------ Net asset value, end of period.......... $10.94 $11.99 $11.42 $ 9.81 ====== ====== ====== ====== Total return(c)......................... (6.18)% 8.42% 17.18% (1.90)% RATIOS TO AVERAGE NET ASSETS(d) Expenses before waiver and payments by affiliates........................... 1.32% 1.30% 1.62% 2.22% Expenses net of waiver and payments by affiliates........................... 1.05%(f) 1.05%(f) 1.05%(f) 1.05% Net investment income................... 1.01% 2.61%(g) 0.73% 0.72% SUPPLEMENTAL DATA Net assets, end of period (000's)....... $1,068 $ 1,136 $ 777 $ 434 Portfolio turnover rate................. 9.95% 12.39% 10.96% --% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Net investment income per share includes approximately $0.13 per share received in the form of a special dividend paid in connection with a corporate spin-off. Excluding this non-recurring amount, the ratio of net investment income to average net assets would have been 1.53%. (h) For the period July 1, 2005 (commencement of operations) to October 31, 2005. 86 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) FRANKLIN MIDCAP VALUE FUND SHARES/UNITS VALUE - ----------------------------------------------------------------- ------------ ----------- COMMON STOCKS AND OTHER EQUITY INTERESTS 90.8% AUTOMOBILES & COMPONENTS 4.0% Autoliv Inc. (Sweden) ....................................... 38,400 $ 2,351,616 Harley-Davidson Inc. ........................................ 23,000 879,750 ----------- 3,231,366 ----------- BANKS 3.4% Freddie Mac ................................................. 55,700 1,387,487 MGIC Investment Corp. ....................................... 23,500 306,205 The PMI Group Inc. .......................................... 33,200 186,916 PNC Financial Services Group Inc. ........................... 9,727 674,568 Radian Group Inc. ........................................... 30,700 165,780 ----------- 2,720,956 ----------- CAPITAL GOODS 15.1% Carlisle Cos. Inc. .......................................... 54,500 1,573,960 Dover Corp. ................................................. 38,400 1,899,648 Embraer-Empresa Brasileira de Aeronautica SA, ADR (Brazil)... 50,300 2,096,504 Graco Inc. .................................................. 34,700 1,436,927 Oshkosh Corp. ............................................... 49,200 1,997,520 Roper Industries Inc. ....................................... 28,500 1,770,420 (a) Terex Corp. ................................................. 8,600 599,248 W.W. Grainger Inc. .......................................... 9,700 841,087 ----------- 12,215,314 ----------- CONSUMER DURABLES & APPAREL 7.9% Fortune Brands Inc. ......................................... 38,800 2,623,656 Hasbro Inc. ................................................. 32,800 1,166,368 Leggett & Platt Inc. ........................................ 50,000 830,000 M.D.C. Holdings Inc. ........................................ 27,800 1,211,524 Pulte Homes Inc. ............................................ 26,700 348,168 (a) Timberland Co., A ........................................... 13,500 197,100 ----------- 6,376,816 ----------- CONSUMER SERVICES 1.0% (a) Hillenbrand Inc. ............................................ 42,300 805,392 ----------- DIVERSIFIED FINANCIALS 2.9% CIT Group Inc. .............................................. 69,400 755,766 KKR Private Equity Investors LP ............................. 109,200 1,627,080 ----------- 2,382,846 ----------- ENERGY 11.6% Chesapeake Energy Corp. ..................................... 39,300 2,031,810 ENSCO International Inc. .................................... 26,396 1,682,217 (a) Helix Energy Solutions Group Inc. ........................... 39,695 1,371,462 Overseas Shipholding Group Inc. ............................. 30,300 2,280,378 Peabody Energy Corp. ........................................ 11,600 709,108 Pioneer Natural Resources Co. ............................... 7,100 409,883 Teekay Corp. (Bahamas) ...................................... 19,100 871,724 ----------- 9,356,582 ----------- Semiannual Report | 87 Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) (CONTINUED) FRANKLIN MIDCAP VALUE FUND SHARES/UNITS VALUE - ----------------------------------------------------------------- ------------ ----------- COMMON STOCKS AND OTHER EQUITY INTERESTS (CONTINUED) FOOD, BEVERAGE & TOBACCO 6.5% Bunge Ltd. .................................................. 2,994 $ 341,586 (a) Dean Foods Co. .............................................. 91,000 2,114,840 The Hershey Co. ............................................. 11,000 411,180 McCormick & Co. Inc. ........................................ 63,800 2,411,002 ----------- 5,278,608 ----------- HEALTH CARE EQUIPMENT & SERVICES 2.3% Hill-Rom Holdings Inc. ..................................... 42,300 1,06 2,999 (a) LifePoint Hospitals Inc. .................................... 26,100 786, 132 ----------- 1,849,131 ----------- HOUSEHOLD & PERSONAL PRODUCTS 1.0% Alberto-Culver Co. .......................................... 32,200 810,474 ----------- INSURANCE 5.7% American National Insurance Co. ............................. 2,100 234,738 Arthur J. Gallagher & Co. ................................... 14,200 348,894 Cincinnati Financial Corp. .................................. 21,800 782,620 Erie Indemnity Co., A ....................................... 31,000 1,656,020 Mercury General Corp. ....................................... 3,600 179,604 Montpelier Re Holdings Ltd. (Bermuda) ....................... 8,000 132,000 Old Republic International Corp. ............................ 57,775 829,071 Protective Life Corp. ....................................... 11,000 468,820 ----------- 4,631,767 ----------- MATERIALS 11.5% Airgas Inc. ................................................. 34,100 1,641,233 Bemis Co. Inc. .............................................. 46,600 1,225,580 Cabot Corp. ................................................. 11,800 344,088 Celanese Corp., A ........................................... 50,600 2,264,350 MeadWestvaco Corp. .......................................... 35,700 938,910 Nucor Corp. ................................................. 8,600 649,300 Sigma-Aldrich Corp. ......................................... 25,100 1,431,202 United States Steel Corp. ................................... 5,400 831,330 ----------- 9,325,993 ----------- PHARMACEUTICALS, BIOTECHNOLOGY & LIFE SCIENCES 2.0% (a) Endo Pharmaceuticals Holdings Inc. .......................... 41,600 1,032,928 (a) Watson Pharmaceuticals Inc. ................................. 19,400 602,176 ----------- 1,635,104 ----------- RETAILING 3.2% Family Dollar Stores Inc. ................................... 20,600 440,840 J.C. Penney Co. Inc. ........................................ 24,900 1,058,250 Nordstrom Inc. .............................................. 30,700 1,082,482 ----------- 2,581,572 ----------- SOFTWARE & SERVICES 2.9% (a) SAIC Inc. ................................................... 125,300 2,380,700 ----------- 88 | Semiannual Report Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) (CONTINUED) FRANKLIN MIDCAP VALUE FUND SHARES/UNITS VALUE - ----------------------------------------------------------------- ------------ ----------- COMMON STOCKS AND OTHER EQUITY INTERESTS (CONTINUED) TRANSPORTATION 2.5% J.B. Hunt Transport Services Inc............................. 59,000 $ 2,004,230 ----------- UTILITIES 7.3% Atmos Energy Corp. .......................................... 102,100 2,826,128 DTE Energy Co. .............................................. 62,800 2,531,468 Northeast Utilities ......................................... 22,600 594,832 ----------- 5,952,428 ----------- TOTAL COMMON STOCKSAND OTHER EQUITY INTERESTS(COST $76,607,960) 73,539,279 ----------- SHORT TERM INVESTMENT (COST $7,433,812) 9.2% MONEY MARKET FUND 9.2% (b) Franklin Institutional Fiduciary Trust Money Market Portfolio, 2.29%............................................. 7,433,812 7,433,812 ----------- TOTAL INVESTMENTS (COST $84,041,772) 100.0%.................. 80,973,091 OTHER ASSETS, LESS LIABILITIES 0.0%(C)....................... 7,917 ----------- NET ASSETS 100.0%............................................ $80,981,008 =========== See Selected Portfolio Abbreviations on page 99. (a) Non-income producing for the twelve months ended April 30, 2008. (b) See Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end. (c) Rounds to less than 0.1% of net assets. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 89 Franklin Value Investors Trust FINANCIAL HIGHLIGHTS FRANKLIN SMALL CAP VALUE FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ------------------------------------------------------------ CLASS A (UNAUDITED) 2007 2006 2005 2004 2003 - --------------------------------------- ---------------- -------- -------- -------- -------- -------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 45.94 $ 45.27 $ 39.41 $ 34.37 $ 28.19 $ 22.15 -------- -------- -------- -------- -------- -------- Income from investment operations(a): Net investment income (loss)(b)..... 0.17 0.29 0.17 0.15 0.30 (0.02) Net realized and unrealized gains (losses) ......................... (3.48) 3.71 6.70 5.15 5.88 6.06 -------- -------- -------- -------- -------- -------- Total from investment operations ...... (3.31) 4.00 6.87 5.30 6.18 6.04 -------- -------- -------- -------- -------- -------- Less distributions from: Net investment income .............. (0.36) (0.28) (0.10) (0.26) -- -- Net realized gains ................. (1.63) (3.05) (0.91) -- -- -- -------- -------- -------- -------- -------- -------- Total distributions ................... (1.99) (3.33) (1.01) (0.26) -- -- -------- -------- -------- -------- -------- -------- Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) -- -------- -------- -------- -------- -------- -------- Net asset value, end of period ........ $ 40.64 $ 45.94 $ 45.27 $ 39.41 $ 34.37 $ 28.19 ======== ======== ======== ======== ======== ======== Total return(c) ....................... (7.11)% 9.15% 17.73% 15.46% 21.92% 27.27% RATIOS TO AVERAGE NET ASSETS(d) Expenses .............................. 1.24%(f) 1.17%(f) 1.22%(f) 1.29%(f) 1.35%(f) 1.44% Net investment income (loss) .......... 0.88% 0.62% 0.40% 0.39% 0.95% (0.07)% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $761,389 $849,226 $703,238 $486,563 $296,000 $200,181 Portfolio turnover rate ............... 8.13% 6.49% 17.39% 12.73% 17.38% 14.14% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. 90 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN SMALL CAP VALUE FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ------------------------------------------------------- CLASS B (UNAUDITED) 2007 2006 2005 2004 2003 - ------- ---------------- ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 43.90 $ 43.43 $ 38.00 $ 33.20 $ 27.41 $ 21.67 ------- ------- ------- ------- ------- ------- Income from investment operations(a): Net investment income (loss)(b) .... 0.03 (0.05) (0.12) (0.09) 0.09 (0.17) Net realized and unrealized gains (losses) ........................ (3.35) 3.57 6.46 4.97 5.70 5.91 ------- ------- ------- ------- ------- ------- Total from investment operations ...... (3.32) 3.52 6.34 4.88 5.79 5.74 ------- ------- ------- ------- ------- ------- Less distributions from: Net investment income .............. -- -- -- (0.08) -- -- Net realized gains ................. (1.63) (3.05) (0.91) -- -- -- ------- ------- ------- ------- ------- ------- Total distributions ................... (1.63) (3.05) (0.91) (0.08) -- -- ------- ------- ------- ------- ------- ------- Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) -- ------- ------- ------- ------- ------- ------- Net asset value, end of period ........ $ 38.95 $ 43.90 $ 43.43 $ 38.00 $ 33.20 $ 27.41 ======= ======= ======= ======= ======= ======= Total return(c) ....................... (7.49)% 8.36% 16.98% 14.68% 21.12% 26.49% RATIOS TO AVERAGE NET ASSETS(d) Expenses .............................. 1.96%(f) 1.90%(f) 1.90%(f) 1.94%(f) 2.00%(f) 2.09% Net investment income (loss) .......... 0.16% (0.11)% (0.28)% (0.26)% 0.30% (0.72)% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $56,254 $71,955 $79,482 $76,575 $65,551 $47,551 Portfolio turnover rate ............... 8.13% 6.49% 17.39% 12.73% 17.38% 14.14% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 91 Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN SMALL CAP VALUE FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ----------------------------------------------------------- CLASS C (UNAUDITED) 2007 2006 2005 2004 2003 - ------- ---------------- -------- -------- -------- -------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 43.37 $ 42.99 $ 37.63 $ 32.86 $ 27.13 $ 21.46 -------- -------- -------- -------- -------- -------- Income from investment operations(a): Net investment income (loss)(b) .... 0.03 (0.04) (0.11) (0.09) 0.08 (0.17) Net realized and unrealized gains (losses) ........................ (3.29) 3.52 6.38 4.92 5.65 5.84 -------- -------- -------- -------- -------- -------- Total from investment operations ...... (3.26) 3.48 6.27 4.83 5.73 5.67 -------- -------- -------- -------- -------- -------- Less distributions from: Net investment income .............. (0.04) (0.05) -- (0.06) -- -- Net realized gains ................. (1.63) (3.05) (0.91) -- -- -- -------- -------- -------- -------- -------- -------- Total distributions ................... (1.67) (3.10) (0.91) (0.06) -- -- -------- -------- -------- -------- -------- -------- Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) -- -------- -------- -------- -------- -------- -------- Net asset value, end of period ........ $ 38.44 $ 43.37 $ 42.99 $ 37.63 $ 32.86 $ 27.13 ======== ======== ======== ======== ======== ======== Total return(c) ....................... (7.45)% 8.35% 16.96% 14.69% 21.12% 26.42% RATIOS TO AVERAGE NET ASSETS(d) Expenses .............................. 1.95%(f) 1.90%(f) 1.90%(f) 1.94%(f) 2.00%(f) 2.10% Net investment income (loss) .......... 0.17% (0.11)% (0.28)% (0.26)% 0.30% (0.73)% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $217,043 $262,339 $240,395 $186,490 $136,805 $109,353 Portfolio turnover rate .............. 8.13% 6.49% 17.39% 12.73% 17.38% 14.14% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. 92 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN SMALL CAP VALUE FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 ------------------------------------------------------- CLASS R (UNAUDITED) 2007 2006 2005 2004 2003 - ------- ---------------- -------- ------- ------- ------- ------ PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 45.66 $ 45.07 $ 39.22 $ 34.24 $ 28.13 $22.14 -------- -------- ------- ------- ------- ------ Income from investment operations(a): Net investment income (loss)(b) .... 0.13 0.18 0.10 0.09 0.31 (0.07) Net realized and unrealized gains (losses) ........................ (3.48) 3.70 6.66 5.14 5.80 6.06 -------- -------- ------- ------- ------- ------ Total from investment operations ...... (3.35) 3.88 6.76 5.23 6.11 5.99 -------- -------- ------- ------- ------- ------ Less distributions from: Net investment income .............. (0.29) (0.24) --(g) (0.25) -- -- Net realized gains ................. (1.63) (3.05) (0.91) -- -- -- -------- -------- ------- ------- ------- ------ Total distributions ................... (1.92) (3.29) (0.91) (0.25) -- -- -------- -------- ------- ------- ------- ------ Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) -- -------- -------- ------- ------- ------- ------ Net asset value, end of period ........ $ 40.39 $ 45.66 $ 45.07 $ 39.22 $ 34.24 $28.13 ======== ======== ======= ======= ======= ====== Total return(c) ....................... (7.23)% 8.89% 17.54% 15.24% 21.72% 27.06% RATIOS TO AVERAGE NET ASSETS(d) Expenses............................... 1.46%(f) 1.40%(f) 1.40%(f) 1.44%(f) 1.50%(f) 1.59% Net investment income (loss)........... 0.66% 0.39% 0.22% 0.24% 0.80% (0.22)% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $115,729 $110,497 $56,811 $31,550 $24,951 $6,914 Portfolio turnover rate ............... 8.13% 6.49% 17.39% 12.73% 17.38% 14.14% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. (g) Includes a dividend distribution in the amount of $0.0025. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 93 Franklin Value Investors Trust FINANCIAL HIGHLIGHTS (CONTINUED) FRANKLIN SMALL CAP VALUE FUND SIX MONTHS ENDED YEAR ENDED OCTOBER 31, APRIL 30, 2008 -------------------------------------------------------- ADVISOR CLASS (UNAUDITED) 2007 2006 2005 2004 2003 - ------------- ---------------- -------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE (for a share outstanding throughout the period) Net asset value, beginning of period .. $ 47.26 $ 46.46 $ 40.42 $ 35.21 $ 28.78 $ 22.53 ------- ------- ------- ------- ------- ------- Income from investment operations(a): Net investment income(b) ........... 0.24 0.43 0.32 0.29 0.44 0.07 Net realized and unrealized gains (losses) ........................ (3.61) 3.80 6.86 5.28 5.99 6.18 ------- ------- ------- ------- ------- ------- Total from investment operations ...... (3.37) 4.23 7.18 5.57 6.43 6.25 ------- ------- ------- ------- ------- ------- Less distributions from: Net investment income .............. (0.48) (0.38) (0.23) (0.36) -- -- Net realized gains ................. (1.63) (3.05) (0.91) -- -- -- ------- ------- ------- ------- ------- ------- Total distributions ................... (2.11) (3.43) (1.14) (0.36) -- -- ------- ------- ------- ------- ------- ------- Redemption fees ....................... --(e) --(e) --(e) --(e) --(e) -- ------- ------- ------- ------- ------- ------- Net asset value, end of period ........ $ 41.78 $ 47.26 $ 46.46 $ 40.42 $ 35.21 $ 28.78 ======= ======= ======= ======= ======= ======= Total return(c) ....................... (7.01)% 9.43% 18.13% 15.84% 22.34% 27.74% RATIOS TO AVERAGE NET ASSETS(d) Expenses .............................. 0.96%(f) 0.90%(f) 0.90%(f) 0.94%(f) 1.00%(f) 1.09% Net investment income ................. 1.16% 0.89% 0.72% 0.74% 1.30% 0.28% SUPPLEMENTAL DATA Net assets, end of period (000's) ..... $70,918 $65,753 $56,912 $37,852 $26,701 $13,089 Portfolio turnover rate ............... 8.13% 6.49% 17.39% 12.73% 17.38% 14.14% (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 shares in relation to income earned and/or fluctuating market value of the investments of the Fund. (b) Based on average daily shares outstanding. (c) Total return is not annualized for periods less than one year. (d) Ratios are annualized for periods less than one year. (e) Amount rounds to less than $0.01 per share. (f) Benefit of expense reduction rounds to less than 0.01%. 94 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) FRANKLIN SMALL CAP VALUE FUND SHARES VALUE - -------------------------------------------------------------- ------------ -------------- LONG TERM INVESTMENTS 96.4% COMMON STOCKS 96.3% AUTOMOBILES & COMPONENTS 2.9% Gentex Corp. ........................................... 188,700 $ 3,524,917 Monaco Coach Corp. ..................................... 760,700 4,815,231 Thor Industries Inc. ................................... 611,000 18,525,520 (a) Winnebago Industries Inc. .............................. 560,000 9,010,400 -------------- 35,876,068 -------------- BANKS 3.2% (a) Chemical Financial Corp. ............................... 469,355 11,395,939 (a) Corus Bankshares Inc. .................................. 691,065 5,065,507 Peoples Bancorp Inc. ................................... 183,500 4,453,545 The PMI Group Inc. ..................................... 510,000 2,871,300 (a) TrustCo Bank Corp. NY .................................. 1,750,000 15,277,500 -------------- 39,063,791 -------------- CAPITAL GOODS 19.7% A.O. Smith Corp. ....................................... 108,000 3,341,520 (a) American Woodmark Corp. ................................ 312,300 5,893,101 Apogee Enterprises Inc. ................................ 770,600 17,192,086 Brady Corp., A ......................................... 492,300 16,713,585 (a) Briggs & Stratton Corp. ................................ 344,600 5,244,812 Carlisle Cos. Inc. ..................................... 411,000 11,869,680 CIRCOR International Inc. .............................. 202,200 9,739,974 (a) CNH Global NV (Netherlands)............................ 85,000 3,666,900 (b) EMCOR Group Inc. ....................................... 171,300 4,292,778 (a) Franklin Electric Co. Inc. ............................ 256,300 9,923,936 Gibraltar Industries Inc. .............................. 1,041,500 10,883,675 Graco Inc. ............................................ 395,300 16,369,373 Kennametal Inc. ........................................ 430,000 14,951,100 Mueller Industries Inc. ................................ 580,000 18,774,600 Nordson Corp. .......................................... 140,900 8,317,327 (b) Powell Industries Inc. ................................ 107,900 4,539,353 Roper Industries Inc. .................................. 195,800 12,163,096 (a) Simpson Manufacturing Co. Inc. ......................... 353,000 9,315,670 Teleflex Inc. .......................................... 140,000 7,712,600 Timken Co. ............................................. 69,600 2,516,040 (a) Trinity Industries Inc. ................................ 241,000 7,326,400 Universal Forest Products Inc. ......................... 612,000 21,242,520 Wabash National Corp. .................................. 1,158,500 9,708,230 (a) Watts Water Technologies Inc., A ....................... 327,600 8,802,612 -------------- 240,500,968 -------------- COMMERCIAL SERVICES & SUPPLIES 2.3% ABM Industries Inc. .................................... 584,400 12,237,336 Mine Safety Appliances Co. ............................. 416,500 15,481,305 -------------- 27,718,641 -------------- Semiannual Report | 95 Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) (CONTINUED) FRANKLIN SMALL CAP VALUE FUND SHARES VALUE - -------------------------------------------------------------- ------------ -------------- LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS (CONTINUED) CONSUMER DURABLES & APPAREL 8.7% Bassett Furniture Industries Inc. ...................... 282,600 $ 3,374,244 Brunswick Corp. ........................................ 667,000 11,125,560 D.R. Horton Inc. ....................................... 370,400 5,737,496 (a) Ethan Allen Interiors Inc. ............................. 440,500 12,100,535 Hooker Furniture Corp. ................................. 582,900 12,223,413 (a) La-Z-Boy Inc. .......................................... 1,077,100 6,861,127 (a) M/I Homes Inc. ......................................... 577,900 9,910,985 M.D.C. Holdings Inc. ................................... 307,000 13,379,060 (b) Russ Berrie and Co. Inc. ............................... 544,600 7,635,292 (b) Timberland Co., A ...................................... 270,800 3,953,680 (b) The Warnaco Group Inc. ................................. 426,000 19,655,640 -------------- 105,957,032 -------------- CONSUMER SERVICES 1.7% Hillenbrand Inc. ....................................... 126,800 2,414,272 Regis Corp. ............................................ 618,000 18,045,600 -------------- 20,459,872 -------------- ENERGY 12.5% Arch Coal Inc. ......................................... 136,000 7,800,960 (b) Atwood Oceanics Inc. ................................... 101,500 10,220,035 (b) Bristow Group Inc. ..................................... 289,000 15,244,750 CARBO Ceramics Inc. .................................... 23,000 1,093,190 CONSOL Energy Inc. ..................................... 183,000 14,815,680 (a) General Maritime Corp. ................................. 289,300 7,559,409 (b) Global Industries Ltd. ................................. 278,520 4,445,179 (b) Helix Energy Solutions Group Inc. ...................... 393,300 13,588,515 (b) Oil States International Inc. .......................... 312,000 15,618,720 (a) Overseas Shipholding Group Inc. ........................ 185,000 13,923,100 Peabody Energy Corp. ................................... 235,000 14,365,550 Rowan Cos. Inc. ........................................ 235,800 9,193,842 Teekay Corp. (Bahamas).................................. 225,600 10,296,384 Tidewater Inc. ......................................... 84,400 5,504,568 (b) Unit Corp. ............................................. 135,000 8,573,850 -------------- 152,243,732 -------------- FOOD & STAPLES RETAILING 0.8% Casey's General Stores Inc. ............................ 465,000 10,290,450 -------------- HEALTH CARE EQUIPMENT & SERVICES 1.8% Hill-Rom Holdings Inc. ................................. 126,800 3,186,484 STERIS Corp. ........................................... 335,000 9,282,850 West Pharmaceutical Services Inc. ...................... 205,200 9,625,932 -------------- 22,095,266 -------------- INSURANCE 9.7% American National Insurance Co. ........................ 56,800 6,349,104 Arthur J. Gallagher & Co. .............................. 299,900 7,368,543 Aspen Insurance Holdings Ltd. .......................... 644,000 16,737,560 96 | Semiannual Report Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) (CONTINUED) FRANKLIN SMALL CAP VALUE FUND SHARES VALUE - -------------------------------------------------------------- ------------ -------------- LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS (CONTINUED) INSURANCE (CONTINUED) Erie Indemnity Co., A .................................. 50,100 $ 2,676,342 IPC Holdings Ltd. ...................................... 582,000 16,942,020 Montpelier Re Holdings Ltd. (Bermuda) .................. 810,000 13,365,000 Old Republic International Corp. ....................... 1,429,000 20,506,150 Protective Life Corp. .................................. 325,000 13,851,500 RLI Corp. .............................................. 162,100 7,780,800 (a) Security Capital Assurance Ltd. ........................ 1,376,000 1,412,602 StanCorp Financial Group Inc. .......................... 225,000 11,529,000 -------------- 118,518,621 -------------- MATERIALS 14.9% (a) AbitibiBowater Inc. .................................... 233,084 2,300,539 Airgas Inc. ............................................ 289,900 13,952,887 AptarGroup Inc. ........................................ 294,700 13,011,005 Cabot Corp. ............................................ 283,200 8,258,112 Gerdau Ameristeel Corp. (Canada) ....................... 1,399,600 21,847,756 Glatfelter ............................................. 772,000 11,263,480 (b) Mercer International Inc. (Germany) .................... 465,000 3,120,150 Reliance Steel & Aluminum Co. .......................... 399,400 24,275,532 RPM International Inc. ................................. 719,000 16,033,700 Steel Dynamics Inc. .................................... 1,209,800 42,161,530 United States Steel Corp. .............................. 77,000 11,854,150 (a) Westlake Chemical Corp. ................................ 834,000 13,936,140 -------------- 182,014,981 -------------- REAL ESTATE 0.4% Arbor Realty Trust Inc. ................................ 253,500 4,377,945 -------------- RETAILING 8.0% Brown Shoe Co. Inc. .................................... 1,001,000 16,696,680 Christopher & Banks Corp. .............................. 792,900 9,395,865 Fred's Inc. ............................................ 627,600 6,953,808 (a) Group 1 Automotive Inc. ................................ 352,000 9,391,360 (b) Gymboree Corp. ......................................... 141,800 6,128,596 (b) Hot Topic Inc. ......................................... 574,300 3,049,533 The Men's Wearhouse Inc. ............................... 323,400 8,612,142 (b) Pier 1 Imports Inc. .................................... 1,384,100 10,795,980 (b) Saks Inc. .............................................. 386,000 5,021,860 (a,b) Tuesday Morning Corp. .................................. 1,137,360 6,187,238 (b) West Marine Inc. ....................................... 795,000 3,975,000 (a,b) Zale Corp. ............................................. 583,000 12,079,760 -------------- 98,287,822 -------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT 1.3% Cohu Inc. .............................................. 601,200 10,442,844 (a,b) OmniVision Technologies Inc. ........................... 359,800 5,771,192 -------------- 16,214,036 -------------- Semiannual Report | 97 Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) (CONTINUED) FRANKLIN SMALL CAP VALUE FUND SHARES VALUE - -------------------------------------------------------------- ------------ -------------- LONG TERM INVESTMENTS (CONTINUED) COMMON STOCKS (CONTINUED) TECHNOLOGY HARDWARE & EQUIPMENT 3.4% (b) Avocent Corp. .......................................... 590,000 $ 11,510,900 (b) Benchmark Electronics Inc. ............................. 685,000 12,179,300 Diebold Inc. ........................................... 87,600 3,433,920 (b) Mettler-Toledo International Inc. (Switzerland)......... 150,500 4,336,630 -------------- 41,460,750 -------------- TRANSPORTATION 3.0% (b) Dollar Thrifty Automotive Group Inc. ................... 285,000 3,759,150 (b) Genesee & Wyoming Inc. ................................. 487,686 17,400,636 (b) Kansas City Southern ................................... 142,800 6,437,424 SkyWest Inc. ........................................... 486,500 9,258,095 -------------- 36,855,305 -------------- UTILITIES 2.0% Atmos Energy Corp. ..................................... 171,200 4,738,816 Energen Corp. .......................................... 175,000 11,942,000 Sierra Pacific Resources ............................... 565,300 7,705,039 -------------- 24,385,855 -------------- TOTAL COMMON STOCKS (COST $1,055,385,510)............... 1,176,321,135 -------------- PRINCIPAL AMOUNT ------------ CORPORATE BOND (COST $1,304,804) 0.1% CAPITAL GOODS 0.1% Mueller Industries Inc., 6.00%, 11/01/14................ $ 1,319,000 1,162,369 -------------- TOTAL LONG TERM INVESTMENTS (COST $1,056,690,314)....... 1,177,483,504 -------------- SHARES ------------ SHORT TERM INVESTMENTS 11.9% MONEY MARKET FUND (COST $43,527,871) 3.6% (c) Franklin Institutional Fiduciary Trust Money Market Portfolio, 2.29%..................................... 43,527,871 43,527,871 -------------- (d) INVESTMENTS FROM CASH COLLATERAL RECEIVED FOR LOANED SECURITIES 8.3% MONEY MARKET FUND (COST $101,912,895) 8.3% (e) Bank of New York Institutional Cash Reserve Fund, 2.71% ............................................... 101,912,895 101,912,895 -------------- TOTAL INVESTMENTS (COST $1,202,131,080) 108.3%.......... 1,322,924,270 OTHER ASSETS, LESS LIABILITIES (8.3)%................... (101,590,372) -------------- NET ASSETS 100.0%....................................... $1,221,333,898 ============== (a) A portion or all of the security is on loan as of April 30, 2008. See Note 1(e). (b) Non-income producing for the twelve months ended April 30, 2008. (c) See Note 7 regarding investments in the Franklin Institutional Fiduciary Trust Money Market Portfolio. The rate shown is the annualized seven-day yield at period end. (d) See Note 1(e) regarding securities on loan. (e) The rate shown is the annualized seven-day yield at period end. 98 | Semiannual Report Franklin Value Investors Trust STATEMENT OF INVESTMENTS, APRIL 30, 2008 (UNAUDITED) SELECTED PORTFOLIO ABBREVIATION ADR - American Depository Receipt Semiannual Report | The accompanying notes are an integral part of these financial statements. | 99 Franklin Value Investors Trust FINANCIAL STATEMENTS STATEMENTS OF ASSETS AND LIABILITIES April 30, 2008 (unaudited) FRANKLIN FRANKLIN FRANKLIN ALL CAP BALANCE SHEET LARGE CAP VALUE FUND INVESTMENT FUND VALUE FUND ------------ --------------- ----------- Assets: Investments in securities: Cost - Unaffiliated issuers ........................ $ 10,177,983 $2,247,028,233 $162,729,521 Cost - Non-controlled affiliated issuers (Note 9) .. -- 286,799,980 -- Cost - Sweep Money Fund (Note 7) ................... 817,923 210,904,773 4,334,921 Cost - Repurchase agreements ....................... -- 111,983,124 -- ------------ -------------- ------------ Total cost of investments .......................... $ 10,995,906 $2,856,716,110 $167,064,442 ============ ============== ============ Value - Unaffiliated issuers ....................... $ 9,786,462 $3,444,141,092 $191,819,234 Value - Non-controlled affiliated issuers (Note 9).. -- 286,510,430 -- Value - Sweep Money Fund (Note 7) .................. 817,923 210,904,773 4,334,921 Value - Repurchase agreements ...................... -- 111,983,124 -- ------------ -------------- ------------ Total value of investments(a) ...................... 10,604,385 4,053,539,419 196,154,155 Receivables: Investment securities sold ......................... -- 15,219,026 -- Capital shares sold ................................ 46,763 2,332,328 250,733 Dividends and interest ............................. 5,615 3,320,580 201,898 Affiliates ......................................... 98,782 -- -- Offering costs ........................................ 6,582 -- -- ------------ -------------- ------------ Total assets .................................... 10,762,127 4,074,411,353 196,606,786 ------------ -------------- ------------ Liabilities: Payables: Investment securities purchased ................... 108,416 -- 821,715 Capital shares redeemed ........................... 330 18,425,202 214,295 Affiliates ........................................ 4,492 2,493,580 220,819 Professional fees ................................. 12,376 64,420 13,746 Payable upon return of securities loaned .............. -- 225,262,606 -- Accrued expenses and other liabilities ................ 11,922 2,317,058 54,343 ------------ -------------- ------------ Total liabilities ............................... 137,536 248,562,866 1,324,918 ------------ -------------- ------------ Net assets, at value ......................... $ 10,624,591 $3,825,848,487 $195,281,868 ============ ============== ============ Net assets consist of: Paid-in capital ....................................... $ 11,133,167 $2,165,943,038 $160,538,337 Undistributed net investment income ................... 4,696 18,436,429 419,507 Net unrealized appreciation (depreciation) ............ (391,521) 1,196,823,309 29,089,713 Accumulated net realized gain (loss) .................. (121,751) 444,645,711 5,234,311 ------------ -------------- ------------ Net assets, at value ......................... $ 10,624,591 $3,825,848,487 $195,281,868 ============ ============== ============ (a) Includes securities loaned ........................... $ -- $ 225,211,800 $ -- 100 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) April 30, 2008 (unaudited) FRANKLIN FRANKLIN FRANKLIN ALL CAP BALANCE SHEET LARGE CAP VALUE FUND INVESTMENT FUND VALUE FUND ---------- --------------- ------------ CLASS A: Net assets, at value ................................................. $8,398,908 $3,416,426,342 $130,558,515 ---------- --------------- ------------ Shares outstanding ................................................... 921,142 59,466,248 9,012,059 ---------- --------------- ------------ Net asset value per share(a) ......................................... $ 9.12 $ 57.45 $ 14.49 ---------- --------------- ------------ Maximum offering price per share (net asset value per share/94.25%)... $ 9.68 $ 60.95 $ 15.37 ---------- --------------- ------------ CLASS B: Net assets, at value ................................................. -- $ 90,225,018 $ 14,635,435 ---------- --------------- ------------ Shares outstanding ................................................... -- 1,592,375 1,020,744 ---------- --------------- ------------ Net asset value and maximum offering price per share(a) .............. -- $ 56.66 $ 14.34 ---------- --------------- ------------ CLASS C: Net assets, at value ................................................. $1,342,226 $ 99,292,649 $ 40,670,426 ---------- --------------- ------------ Shares outstanding ................................................... 147,836 1,748,833 2,837,594 ---------- --------------- ------------ Net asset value and maximum offering price per share(a) .............. $ 9.08 $ 56.78 $ 14.33 ---------- --------------- ------------ CLASS R: Net assets, at value ................................................. $ 9,114 $ 55,757,187 $ 5,913,136 ---------- --------------- ------------ Shares outstanding ................................................... 1,000 977,426 411,849 ---------- --------------- ------------ Net asset value and maximum offering price per share(a) .............. $ 9.11 $ 57.04 $ 14.36 ---------- --------------- ------------ ADVISOR CLASS: Net assets, at value ................................................. $ 874,343 $ 164,147,291 $ 3,504,356 ---------- --------------- ------------ Shares outstanding ................................................... 95,646 2,855,111 242,533 ---------- --------------- ------------ Net asset value and maximum offering price per share(a) .............. $ 9.14 $ 57.49 $ 14.45 ---------- --------------- ------------ (a) Redemption price is equal to net asset value less contingent deferred sales charges, if applicable, and redemption fees retained by the Fund. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 101 Franklin Value Investors Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) April 30, 2008 (unaudited) FRANKLIN FRANKLIN FRANKLIN MICROCAP MIDCAP SMALL CAP VALUE FUND VALUE FUND VALUE FUND ------------ ------------ -------------- Assets: Investments in securities: Cost - Unaffiliated issuers.......................... $179,349,386 $ 76,607,960 $1,158,603,209 Cost - Non-controlled affiliated issuers (Note 9).... 58,372,585 -- -- Cost - Sweep Money Fund (Note 7)..................... 65,528,413 7,433,812 43,527,871 ------------ ------------ -------------- Total cost of investments............................ $303,250,384 $ 84,041,772 $1,202,131,080 ============ ============ ============== Value - Unaffiliated issuers......................... $262,280,367 $ 73,539,279 $1,279,396,399 Value - Non-controlled affiliated issuers (Note 9)... 71,862,807 -- -- Value - Sweep Money Fund (Note 7).................... 65,528,413 7,433,812 43,527,871 ------------ ------------ -------------- Total value of investments(a)........................ 399,671,587 80,973,091 1,322,924,270 Receivables: Investment securities sold........................... -- 91,787 18,056 Capital shares sold.................................. 98,706 195,097 3,948,283 Dividends and interest............................... 127,543 46,062 892,377 Other................................................ 88,701 -- -- ------------ ------------ -------------- Total assets...................................... 399,986,537 81,306,037 1,327,782,986 ------------ ------------ -------------- Liabilities: Payables: Investment securities purchased...................... 13,033 -- 203,196 Capital shares redeemed.............................. 490,949 214,398 2,885,243 Affiliates........................................... 324,180 82,844 1,418,969 Payable upon return of securities loaned................ 1,683,378 -- 101,912,895 Accrued expenses and other liabilities.................. 87,199 27,787 28,785 ------------ ------------ -------------- Total liabilities................................. 2,598,739 325,029 106,449,088 ------------ ------------ -------------- Net assets, at value........................... $397,387,798 $ 80,981,008 $1,221,333,898 ============ ============ ============== Net assets consist of: Paid-in capital....................................... $283,197,978 $ 82,533,842 $1,033,087,921 Undistributed net investment income................... 2,343,889 90,717 1,802,859 Net unrealized appreciation (depreciation)............ 96,421,203 (3,068,681) 120,793,190 Accumulated net realized gain (loss).................. 15,424,728 1,425,130 65,649,928 ------------ ------------ -------------- Net assets, at value........................... $397,387,798 $ 80,981,008 $1,221,333,898 ============ ============ ============== (a) Includes securities loaned............................. $ 1,683,250 $ -- $ 101,890,326 102 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) April 30, 2008 (unaudited) FRANKLIN FRANKLIN FRANKLIN MICROCAP MIDCAP SMALL CAP VALUE FUND VALUE FUND VALUE FUND ------------ ----------- ------------ CLASS A: Net assets, at value ................... $342,133,804 $65,043,340 $761,389,009 ------------ ----------- ------------ Shares outstanding ..................... 10,617,697 5,973,181 18,735,703 ------------ ----------- ------------ Net asset value per share(a) ........... $ 32.22 $ 10.89 $ 40.64 ------------ ----------- ------------ Maximum offering price per share (net asset value per share / 94.25%) ..... $ 34.19 $ 11.55 $ 43.12 ------------ ----------- ------------ CLASS B: Net assets, at value ................... -- -- $ 56,254,178 ------------ ----------- ------------ Shares outstanding ..................... -- -- 1,444,086 ------------ ----------- ------------ Net asset value and maximum offering price per share(a) .................. -- -- $ 38.95 ------------ ----------- ------------ CLASS C: Net assets, at value ................... -- $14,433,740 $217,043,398 ------------ ----------- ------------ Shares outstanding ..................... -- 1,333,302 5,646,721 ------------ ----------- ------------ Net asset value and maximum offering price per share(a) .................. -- $ 10.83 $ 38.44 ------------ ----------- ------------ CLASS R: Net assets, at value ................... -- $ 436,020 $115,728,824 ------------ ----------- ------------ Shares outstanding ..................... -- 40,061 2,865,565 ------------ ----------- ------------ Net asset value and maximum offering price per share(a) .................. -- $ 10.88 $ 40.39 ------------ ----------- ------------ ADVISOR CLASS: Net assets, at value ................... $ 55,253,994 $ 1,067,908 $ 70,918,489 ------------ ----------- ------------ Shares outstanding ..................... 1,713,265 97,658 1,697,304 ------------ ----------- ------------ Net asset value and maximum offering price per share(a) .................. $ 32.25 $ 10.94 $ 41.78 ------------ ----------- ------------ (a) Redemption price is equal to net asset value less contingent deferred sales charges, if applicable, and redemption fees retained by the Fund. Semiannual Report | The accompanying notes are an integral part of these financial statements. | 103 Franklin Value Investors Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS for the six months ended April 30, 2008 (unaudited) FRANKLIN FRANKLIN FRANKLIN ALL CAP BALANCE SHEET LARGE CAP VALUE FUND INVESTMENT FUND VALUE FUND ---------- --------------- ------------ Investment income: Dividends: Unaffiliated issuers ................ $ 77,030 $ 36,154,991 $ 2,682,758 Non-controlled affiliated issuers (Note 9) ......................... -- 665,600 -- Sweep Money Fund (Note 7) ........... 14,161 4,053,583 -- Interest ............................... -- 2,589,837 -- Income from securities loaned .......... -- 4,863,630 14,229 --------- ------------- ------------ Total investment income ....... 91,191 48,327,641 2,696,987 --------- ------------- ------------ Expenses: Management fees (Note 3a) .............. 24,025 8,795,241 547,568 Administrative fees (Note 3b) .......... 9,254 -- 201,360 Distribution fees: (Note 3c) Class A ............................. 12,915 4,207,283 199,776 Class B ............................. -- 475,075 77,775 Class C ............................. 5,154 521,781 213,732 Class R ............................. 22 136,851 16,823 Transfer agent fees (Note 3e) .......... 8,925 4,534,134 251,699 Custodian fees (Note 4) ................ 63 46,626 2,099 Reports to shareholders ................ 5,140 116,105 16,930 Registration and filing fees ........... 25,716 107,539 33,564 Professional fees ...................... 12,628 66,928 12,620 Trustees' fees and expenses ............ 114 138,720 6,684 Amortization of offering costs ......... 38,646 -- -- Other .................................. 1,544 43,715 5,928 --------- ------------- ------------ Total expenses ................ 144,146 19,189,998 1,586,558 Expense reductions (Note 4) ... (49) (9,302) -- Expense waived/paid by affiliates (Note 3f) ....... (84,379) -- -- --------- ------------- ------------ Net expenses ............... 59,718 19,180,696 1,586,558 --------- ------------- ------------ Net investment income ... 31,473 29,146,945 1,110,429 --------- ------------- ------------ Realized and unrealized gains (losses): Net realized gain (loss) from: Investments: Unaffiliated issuers(a) .......... (50,630) 442,704,838 5,265,201 Non-controlled affiliated issuers (Note 9) .............. -- (2,021,593) -- Closed-end funds distributions ...... -- 4,635,268 -- Foreign currency transactions ....... -- (3,347) -- --------- ------------- ------------ Net realized gain (loss) ............... (50,630) 445,315,166 5,265,201 --------- ------------- ------------ Net change in unrealized appreciation (depreciation) on investments ....... (238,304) (887,780,250) (21,910,313) --------- ------------- ------------ Net realized and unrealized gain (loss) ... (288,934) (442,465,084) (16,645,112) --------- ------------- ------------ Net increase (decrease) in net assets resulting from operations .............. $(257,461) $(413,318,139) $(15,534,683) ========= ============= ============ (a)Amount includes gains from a redemption in-kind (Note 10) ...................... $ -- $ 108,873,568 $ -- 104 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF OPERATIONS (CONTINUED) for the six months ended April 30, 2008 (unaudited) FRANKLIN FRANKLIN FRANKLIN MICROCAP MIDCAP SMALL CAP VALUE FUND VALUE FUND VALUE FUND ------------ ----------- ------------- Investment income: Dividends: Unaffiliated issuers ................ $ 3,170,283 $ 736,574 $ 9,840,583 Non-controlled affiliated issuers (Note 9) ......................... 474,275 -- -- Sweep Money Fund (Note 7) ........... 1,321,994 84,528 348,668 Interest ............................... 408,012 -- 40,442 Income from securities loaned .......... 72,822 7,583 2,330,071 ------------ ----------- ------------- Total investment income ....... 5,447,386 828,685 12,559,764 ------------ ----------- ------------- Expenses: Management fees (Note 3a) .............. 1,450,798 293,329 3,853,140 Administrative fees (Note 3b) .......... -- 80,422 -- Distribution fees: (Note 3c) Class A ............................. 451,988 114,362 1,040,172 Class B ............................. -- -- 294,693 Class C ............................. -- 66,727 1,081,584 Class R ............................. -- 1,192 262,470 Transfer agent fees (Note 3e) .......... 272,295 95,892 1,618,068 Custodian fees (Note 4) ................ 3,190 776 8,259 Reports to shareholders ................ 29,657 10,556 86,598 Registration and filing fees ........... 17,589 31,835 69,880 Professional fees ...................... 16,658 11,769 19,694 Trustees' fees and expenses ............ 13,072 2,636 30,105 Other .................................. 7,535 2,610 10,939 ------------ ----------- ------------- Total expenses ................ 2,262,782 712,106 8,375,602 Expense reductions (Note 4) ... (2,128) (223) (4,961) Expenses waived/paid by affiliates (Note 3f) ....... -- (107,609) -- ------------ ----------- ------------- Net expenses ............... 2,260,654 604,274 8,370,641 ------------ ----------- ------------- Net investment income ... 3,186,732 224,411 4,189,123 ------------ ----------- ------------- Realized and unrealized gains (losses): Net realized gain (loss) from: Investments: Unaffiliated issuers ............. 13,982,469 1,494,773 65,629,544 Non-controlled affiliated issuers (Note 9) .............. 1,448,900 -- -- ------------ ----------- ------------- Net realized gain (loss) ............... 15,431,369 1,494,773 65,629,544 ------------ ----------- ------------- Net change in unrealized appreciation (depreciation) on investments ....... (90,393,556) (7,568,645) (170,353,190) ------------ ----------- ------------- Net realized and unrealized gain (loss) ... (74,962,187) (6,073,872) (104,723,646) ------------ ----------- ------------- Net increase (decrease) in net assets resulting from operations .............. $(71,775,455) $(5,849,461) $(100,534,523) ============ =========== ============= Semiannual Report | The accompanying notes are an integral part of these financial statements. | 105 Franklin Value Investors Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS FRANKLIN ALL CAP FRANKLIN BALANCE SHEET VALUE FUND INVESTMENT FUND -------------------------------------- ----------------------------------- SIX MONTHS ENDED SIX MONTHS ENDED APRIL 30, 2008 PERIOD ENDED APRIL 30, 2008 YEAR ENDED (UNAUDITED) OCTOBER 31, 2007(a) (UNAUDITED) OCTOBER 31, 2007 ---------------- ------------------- ---------------- ---------------- Increase (decrease) in net assets: Operations: Net investment income ................... $ 31,473 $ 12,160 $ 29,146,945 $ 53,915,942 Net realized gain (loss) from investments and foreign currency transactions .... (50,630) (71,118) 445,315,166 392,131,570 Net change in unrealized appreciation (depreciation) on investments ........ (238,304) (153,217) (887,780,250) (52,722,539) ----------- ---------- --------------- --------------- Net increase (decrease) in net assets resulting from operations ..................... (257,461) (212,175) (413,318,139) 393,324,973 ----------- ---------- --------------- --------------- Distributions to shareholders from: Net investment income: Class A .............................. (43,343) -- (39,616,281) (56,124,269) Class B .............................. -- -- (173,444) (653,600) Class C .............................. (4,764) -- (181,204) (719,909) Class R .............................. (46) -- (468,985) (559,473) Advisor Class ........................ (6,079) -- (4,626,752) (5,121,199) Net realized gains: Class A .............................. -- -- (335,973,611) (272,064,080) Class B .............................. -- -- (9,320,941) (7,883,359) Class C .............................. -- -- (10,342,932) (8,695,351) Class R .............................. -- -- (5,217,525) (3,216,294) Advisor Class ........................ -- -- (30,754,479) (20,887,969) ----------- ---------- --------------- --------------- Total distributions to shareholders ..... (54,232) -- (436,676,154) (375,925,503) ----------- ---------- --------------- --------------- Capital share transactions: (Note 2) Class A .............................. 1,509,078 7,312,010 (90,592,986) (221,364,108) Class B .............................. -- -- (4,828,712) (13,171,468) Class C .............................. 517,336 862,548 (9,386,741) (9,795,929) Class R .............................. -- 10,000 2,824,309 12,922,088 Advisor Class ........................ (62,942) 1,000,367 (149,887,671) 54,496,840 ----------- ---------- --------------- --------------- Total capital share transactions ........ 1,963,472 9,184,925 (251,871,801) (176,912,577) ----------- ---------- --------------- --------------- Redemption fees ......................... 15 47 33,779 38,929 ----------- ---------- --------------- --------------- Net increase (decrease) in net assets ..................... 1,651,794 8,972,797 (1,101,832,315) (159,474,178) Net assets: Beginning of period ..................... 8,972,797 -- 4,927,680,802 5,087,154,980 ----------- ---------- --------------- --------------- End of period ........................... $10,624,591 $8,972,797 $ 3,825,848,487 $ 4,927,680,802 =========== ========== =============== =============== Undistributed net investment income included in net assets: End of period ........................... $ 4,696 $ 27,455 $ 18,436,429 $ 34,346,150 =========== ========== =============== =============== (a) For the period June 1, 2007 (commencement of operations) to October 31, 2007. 106 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN LARGE CAP FRANKLIN MICROCAP VALUE FUND VALUE FUND ----------------------------------- ----------------------------------- SIX MONTHS ENDED SIX MONTHS ENDED APRIL 30, 2008 YEAR ENDED APRIL 30, 2008 YEAR ENDED (UNAUDITED) OCTOBER 31, 2007 (UNAUDITED) OCTOBER 31, 2007 ---------------- ---------------- ---------------- ---------------- Increase (decrease) in net assets: Operations: Net investment income ................... $ 1,110,429 $ 2,893,123 $ 3,186,732 $ 4,658,233 Net realized gain (loss) from investments and foreign currency transactions .... 5,265,201 13,319,606 15,431,369 58,150,672 Net change in unrealized appreciation (depreciation) on investments ........ (21,910,313) 3,667,722 (90,393,556) 2,157,157 ------------ ------------ ------------- ------------ Net increase (decrease) in net assets resulting from operations ..................... (15,534,683) 19,880,451 (71,775,455) 64,966,062 ------------ ------------ ------------- ------------ Distributions to shareholders from: Net investment income: Class A .............................. (2,093,669) (2,342,258) (4,205,492) (6,348,151) Class B .............................. (126,996) (139,377) -- -- Class C .............................. (332,068) (441,613) -- -- Class R .............................. (97,647) (88,308) -- -- Advisor Class ........................ (59,611) (49,519) (487,350) (225,219) Net realized gains: Class A .............................. (8,731,188) (9,229,421) (53,226,645) (24,824,164) Class B .............................. (1,064,276) (1,118,742) -- Class C .............................. (2,886,027) (3,251,511) -- -- Class R .............................. (442,625) (394,504) -- -- Advisor Class ........................ (194,600) (154,969) (4,817,863) (747,866) ------------ ------------ ------------- ------------ Total distributions to shareholders ........ (16,028,707) (17,210,222) (62,737,350) (32,145,400) ------------ ------------ ------------- ------------ Capital share transactions: (Note 2) Class A .............................. 134,442 (34,902,280) (2,391,149) (38,181,352) Class B .............................. (1,488,438) (3,747,506) -- -- Class C .............................. (5,227,456) (11,758,318) -- -- Class R .............................. (809,675) (10,654) -- -- Advisor Class ........................ 578,034 1,372,280 33,498,786 26,014,141 ------------ ------------ ------------- ------------ Total capital share transactions ........... (6,813,093) (49,046,478) 31,107,637 (12,167,211) ------------ ------------ ------------- ------------ Redemption fees ............................ 895 263 2,110 2,023 ------------ ------------ ------------- ------------ Net increase (decrease) in net assets ..................... (38,375,588) (46,375,986) (103,403,058) 20,655,474 Net assets: Beginning of period ..................... 233,657,456 280,033,442 500,790,856 480,135,382 ------------ ------------ ------------- ------------ End of period ........................... $195,281,868 $233,657,456 $ 397,387,798 $500,790,856 ============ ============ ============= ============ Undistributed net investment income included in net assets: End of period ........................... $ 419,507 $ 2,019,069 $ 2,343,889 $ 3,849,999 ============ ============ ============= ============ Semiannual Report | The accompanying notes are an integral part of these financial statements. | 107 Franklin Value Investors Trust FINANCIAL STATEMENTS (CONTINUED) STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) FRANKLIN MIDCAP FRANKLIN SMALL CAP VALUE FUND VALUE FUND ----------------------------------- ----------------------------------- SIX MONTHS ENDED SIX MONTHS ENDED APRIL 30, 2008 YEAR ENDED APRIL 30, 2008 YEAR ENDED (UNAUDITED) OCTOBER 31, 2007 (UNAUDITED) OCTOBER 31, 2007 ---------------- ---------------- ---------------- ---------------- Increase (decrease) in net assets: Operations: Net investment income ................... $ 224,411 $ 1,605,473 $ 4,189,123 $ 5,674,202 Net realized gain (loss) from investments 1,494,773 1,028,308 65,629,544 48,335,673 Net change in unrealized appreciation (depreciation) on investments ........ (7,568,645) 1,266,035 (170,353,190) 50,133,835 ----------- ----------- -------------- -------------- Net increase (decrease) in net assets resulting from operations ..................... (5,849,461) 3,899,816 (100,534,523) 104,143,710 ----------- ----------- -------------- -------------- Distributions to shareholders from: Net investment income: Class A .............................. (781,237) (801,821) (6,548,827) (4,407,801) Class C .............................. (76,158) (122,118) (206,327) (266,542) Class R .............................. (3,051) (8,309) (727,257) (316,135) Advisor Class ........................ (15,642) (15,315) (633,598) (505,499) Net realized gains: Class A .............................. (891,244) (621,341) (29,890,541) (47,916,137) Class B .............................. -- -- (2,563,602) (5,483,021) Class C .............................. (186,888) (132,590) (9,528,566) (17,152,546) Class R .............................. (5,498) (6,141) (4,042,310) (4,083,147) Advisor Class ........................ (13,872) (10,395) (2,133,159) (4,066,624) ----------- ----------- -------------- -------------- Total distributions to shareholders ........ (1,973,590) (1,718,030) (56,274,187) (84,197,452) ----------- ----------- -------------- -------------- Capital share transactions: (Note 2) Class A .............................. (1,021,433) 28,087,583 11,092,491 134,189,399 Class B .............................. -- -- (7,401,280) (8,627,417) Class C .............................. 574,380 5,312,924 (14,926,775) 19,329,728 Class R .............................. (208,040) 523,637 17,630,078 52,776,349 Advisor Class ........................ 33,512 325,925 11,969,578 5,308,474 ----------- ----------- -------------- -------------- Total capital share transactions ........... (621,581) 34,250,069 18,364,092 202,976,533 ----------- ----------- -------------- -------------- Redemption fees ............................ 56 240 7,912 11,128 ----------- ----------- -------------- -------------- Net increase (decrease) in net assets ..................... (8,444,576) 36,432,095 (138,436,706) 222,933,919 Net assets: Beginning of period ..................... 89,425,584 52,993,489 1,359,770,604 1,136,836,685 ----------- ----------- -------------- -------------- End of period ........................... $80,981,008 $89,425,584 $1,221,333,898 $1,359,770,604 =========== =========== ============== ============== Undistributed net investment income included in net assets: End of period ........................... $ 90,717 $ 742,394 $ 1,802,859 $ 5,729,745 =========== =========== ============== ============== 108 | The accompanying notes are an integral part of these financial statements. | Semiannual Report Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Franklin Value Investors Trust (Trust) is registered under the Investment Company Act of 1940, as amended, (1940 Act) as a diversified, open-end investment company, consisting of six funds (Funds). The classes of shares offered within each of the Funds are indicated below. Each class of shares differs by its initial sales load, contingent deferred sales charges, distribution fees, voting rights on matters affecting a single class and its exchange privilege. CLASS A, CLASS C, CLASS A, CLASS B, CLASS C, CLASS A & ADVISOR CLASS CLASS R & ADVISOR CLASS CLASS R & ADVISOR CLASS - ----------------------------- --------------------------- -------------------------------------- Franklin MicroCap Value Fund Franklin All Cap Value Fund Franklin Balance Sheet Investment Fund Franklin MidCap Value Fund Franklin Large Cap Value Fund Franklin Small Cap Value Fund The following summarizes the Funds' significant accounting policies. A. SECURITY VALUATION Securities listed on a securities exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Over-the-counter securities and listed securities for which there is no reported sale are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple exchanges are valued according to the broadest and most representative market. Investments in open-end mutual funds are valued at the closing net asset value. Foreign securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or the NYSE, whichever is earlier. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE on the day that the value of the foreign security is determined. The Trust has procedures to determine the fair value of individual securities and other assets for which market prices are not readily available or which may not be reliably priced. Methods for valuing these securities may include: fundamental analysis, matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities. Due to the inherent uncertainty of valuations of such securities, the fair values may differ significantly from the values that would have been used had a ready market for such investments existed. Occasionally, events occur between the time at which trading in a security is completed and the close of the NYSE that might call into question the availability (including the reliability) of the value of a portfolio security held by the fund. The investment manager monitors price movements following the close of trading in foreign stock markets through a series of country specific market proxies (such as baskets of American Depository Semiannual Report | 109 Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) A. SECURITY VALUATION (CONTINUED) Receipts, futures contracts and exchange traded funds). These price movements are measured against established trigger thresholds for each specific market proxy to assist in determining if an event has occurred. If such an event occurs, the securities may be valued using fair value procedures, which may include the use of independent pricing services. All security valuation procedures are approved by the Trust's Board of Trustees. B. FOREIGN CURRENCY TRANSLATION Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Trust's Board of Trustees. The 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 on the Statement of Operations. Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period. C. REPURCHASE AGREEMENTS The Funds may enter into repurchase agreements. Repurchase agreements are accounted for as a loan by the fund to the seller, collateralized by securities which are delivered to the fund's custodian. The market value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the funds, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. The Funds may also enter into joint repurchase agreements whereby their uninvested cash balance is deposited into a joint cash account with other funds managed by the investment manager or an affiliate of the investment manager and is used to invest in one or more repurchase agreements. The value and face amount of the joint repurchase agreement are allocated to the funds based on their pro-rata interest. All repurchase agreements held by the Funds at period end had been entered into on April 30, 2008. Repurchase agreements are valued at cost. 110 | Semiannual Report Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) D. FOREIGN CURRENCY CONTRACTS When the Funds purchase or sell foreign securities they may enter into foreign exchange contracts to minimize foreign exchange risk from the trade date to the settlement date of the transactions. A foreign exchange contract is an agreement between two parties to exchange different currencies at an agreed upon exchange rate at a future date. Realized and unrealized gains and losses on these contracts are included in the Statement of Operations. The risks of these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the possible inability of the counterparties to fulfill their obligations under the contracts, which may be in excess of the amount reflected in the Statement of Assets and Liabilities. E. SECURITIES LENDING The Funds participate in a principal based security lending program and receive a minimum guaranteed payment for their participation, and may receive additional payments based on actual securities loaned. The fund receives cash collateral against the loaned securities in an amount equal to at least 102% of the market value of the loaned securities. Collateral is maintained over the life of the loan in an amount not less than 100% of the market value of loaned securities, as determined at the close of fund business each day; any additional collateral required due to changes in security values is delivered to the fund on the next business day. The collateral is held in a segregated account with the Funds' custodian on the Funds' behalf. While the funds continue to bear the market risk with respect to securities loaned and the risk that the principal may default on its obligations to the funds, the principal bears the risk of default by any third party borrower. F. INCOME TAXES No provision has been made for U.S. income taxes because it is each fund's policy to qualify as a regulated investment company under the Internal Revenue Code and to distribute to shareholders substantially all of its taxable income and net realized gains. G. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividend income is recorded on the ex-dividend date except that certain dividends from foreign securities are recognized as soon as the Funds are notified of the ex-dividend date. Distributions to shareholders are recorded on the ex-dividend date and are determined according to income tax regulations (tax basis). Distributable earnings determined on a tax basis may differ from earnings recorded in accordance with accounting principles generally accepted in the United States of America. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods. Semiannual Report | 111 Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) G. SECURITY TRANSACTIONS, INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS (CONTINUED) Common expenses incurred by the Trust are allocated among the Funds based on the ratio of net assets of each fund to the combined net assets of the Trust. Fund specific expenses are charged directly to the fund that incurred the expense. Realized and unrealized gains and losses and net investment income, other than class specific expenses, are allocated daily to each class of shares based upon the relative proportion of net assets of each class. Differences in per share distributions, by class, are generally due to differences in class specific expenses. H. OFFERING COSTS Offering costs are amortized on a straight line basis over twelve months. I. ACCOUNTING ESTIMATES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates. J. REDEMPTION FEES A short term trading redemption fee will be imposed, with some exceptions, on any fund shares that are redeemed or exchanged within seven calendar days following their purchase date. The redemption fee is 2% of the amount redeemed. Such fees are retained by the Funds and accounted for as an addition to paid-in capital. K. 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 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. 112 | Semiannual Report Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST At April 30, 2008, there were an unlimited number of shares authorized ($0.01 par value). Transactions in the Funds' shares were as follows: FRANKLIN ALL CAP FRANKLIN BALANCE SHEET VALUE FUND INVESTMENT FUND --------------------- ----------------------------- SHARES AMOUNT SHARES AMOUNT -------- ---------- ----------- --------------- CLASS A SHARES: Six Months ended April 30, 2008 Shares sold....................................... 257,567 $2,265,101 3,602,133 $ 204,374,940 Shares issued in reinvestment of distributions.... 3,523 30,828 6,319,439 358,944,108 Shares redeemed................................... (89,640) (786,851) (11,424,675) (653,912,034) ------- ---------- ----------- --------------- Net increase (decrease)........................... 171,450 $1,509,078 (1,503,103) $ (90,592,986) ======= ========= =========== =============== Year ended October 31, 2007(a) Shares sold....................................... 803,935 $7,832,682 10,205,917 $ 715,192,846 Shares issued in reinvestment of distributions.... -- -- 4,657,380 313,627,999 Shares redeemed................................... (54,243) (520,672) (17,958,437) (1,250,184,953) ------- ---------- ----------- --------------- Net increase (decrease)........................... 749,692 $7,312,010 (3,095,140) $ (221,364,108) ======= ========= =========== =============== CLASS B SHARES: Six Months ended April 30, 2008 Shares sold....................................... 7,515 $ 420,376 Shares issued in reinvestment of distributions.... 151,839 8,530,324 Shares redeemed................................... (246,442) (13,779,412) ----------- --------------- Net increase (decrease)........................... (87,088) $ (4,828,712) =========== =============== Year ended October 31, 2007 Shares sold....................................... 18,712 $ 1,292,523 Shares issued in reinvestment of distributions.... 116,332 7,745,341 Shares redeemed................................... (321,754) (22,209,332) ----------- --------------- Net increase (decrease)........................... (186,710) $ (13,171,468) =========== =============== CLASS C SHARES: Six Months ended April 30, 2008 Shares sold....................................... 74,392 $ 655,400 26,902 $ 1,509,769 Shares issued in reinvestment of distributions.... 496 4,332 169,875 9,560,562 Shares redeemed................................... (16,231) (142,396) (360,382) (20,457,072) ------- ---------- ----------- --------------- Net increase (decrease)........................... 58,657 $ 517,336 (163,605) $ (9,386,741) ------- ---------- ----------- --------------- Year ended October 31, 2007(a) Shares sold....................................... 94,457 $ 912,684 63,855 $ 4,412,080 Shares issued in reinvestment of distributions.... -- -- 128,179 8,546,996 Shares redeemed................................... (5,278) (50,136) (331,729) (22,755,005) ------- ---------- ----------- --------------- Net increase (decrease)........................... 89,179 $ 862,548 (139,695) $ (9,795,929) ======= ========= =========== =============== Semiannual Report | 113 Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN ALL CAP FRANKLIN BALANCE SHEET VALUE FUND INVESTMENT FUND --------------------- --------------------------- SHARES AMOUNT SHARES AMOUNT -------- ---------- ----------- ------------- CLASS R SHARES: Six Months ended April 30, 2008 Shares sold....................................... -- $ -- 99,879 $ 5,666,883 Shares issued in reinvestment of distributions.... -- -- 100,718 5,686,511 Shares redeemed................................... -- -- (150,082) (8,529,085) ------- ---------- ---------- ------------- Net increase (decrease)........................... -- $ -- 50,515 $ 2,824,309 ======= ========== ========== ============= Year ended October 31, 2007(a) Shares sold....................................... 1,000 $ 10,000 323,636 $ 22,820,838 Shares issued in reinvestment of distributions.... -- -- 56,372 3,775,767 Shares redeemed................................... -- -- (196,835) (13,674,517) ------- ---------- ---------- ------------- Net increase (decrease)........................... 1,000 $ 10,000 183,173 $ 12,922,088 ======= ========== ========== ============= ADVISOR CLASS SHARES: Six Months ended April 30, 2008 Shares sold....................................... 7,414 $ 65,888 1,029,898 $ 58,759,948 Shares issued in reinvestment of distributions.... 680 5,955 138,628 7,872,659 Shares redeemed in-kind (Note 10) -- -- (2,258,629) (122,508,050) Shares redeemed................................... (15,043) (134,785) (1,668,032) (94,012,228) ------- ---------- ---------- ------------- Net increase (decrease).............................. (6,949) $ (62,942) (2,758,135) $(149,887,671) ======= ========== ========== ============= Year ended October 31, 2007(a) Shares sold....................................... 107,349 $1,046,114 2,878,564 $ 198,925,673 Shares issued in reinvestment of distributions.... -- -- 23,747 1,599,836 Shares redeemed................................... (4,754) (45,747) (2,092,642) (146,028,669) ------- ---------- ---------- ------------- Net increase (decrease)........................... 102,595 $1,000,367 809,669 $ 54,496,840 ======= ========== ========== ============= (a) For the period ended June 1, 2007 (commencement of operation) to October 31, 2007 for the Franklin All Cap Value Fund. FRANKLIN LARGE CAP FRANKLIN MICROCAP VALUE FUND VALUE FUND ------------------------- -------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------ ---------- ------------- CLASS A SHARES: Six Months ended April 30, 2008 Shares sold ........................................ 866,646 $ 12,573,959 534,069 $ 18,430,302 Shares issued in reinvestment of distributions ..... 675,677 9,770,294 1,553,014 52,057,039 Shares redeemed .................................... (1,554,450) (22,209,811) (2,100,454) (72,878,490) ---------- ----------- ---------- ------------- Net increase (decrease) ............................ (12,127) $134,442 (13,371) $ (2,391,149) ========== =========== ========== ============= Year ended October 31, 2007 Shares sold ........................................ 2,011,683 $ 33,028,361 968,140 $ 42,218,982 Shares issued in reinvestment of distributions ..... 635,098 10,250,489 687,607 28,391,274 Shares redeemed .................................... (4,750,957) (78,181,130) (2,491,023) (108,791,608) ---------- ----------- ---------- ------------- Net increase (decrease) ............................ (2,104,176) $(34,902,280) (835,276) $ (38,181,352) ========== =========== ========== ============= 114 | Semiannual Report Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN LARGE CAP FRANKLIN MICROCAP VALUE FUND VALUE FUND ------------------------- ----------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------ ------ -------- CLASS B SHARES: Six Months ended April 30, 2008 Shares sold ...................................... 24,350 $ 351,912 Shares issued in reinvestment of distributions ... 73,708 1,057,707 Shares redeemed .................................. (203,121) (2,898,057) ---------- ------------ Net increase (decrease) .......................... (105,063) $ (1,488,438) ========== ============ Year ended October 31, 2007 Shares sold ...................................... 49,864 $ 813,952 Shares issued in reinvestment of distributions ... 70,473 1,128,274 Shares redeemed .................................. (348,441) (5,689,732) ---------- ------------ Net increase (decrease) .......................... (228,104) $ (3,747,506) ========== ============ CLASS C SHARES: Six Months ended April 30, 2008 Shares sold ...................................... 171,011 $ 2,459,837 Shares issued in reinvestment of distributions ... 200,862 2,880,367 Shares redeemed .................................. (727,177) (10,567,660) ---------- ------------ Net increase (decrease) .......................... (355,304) $ (5,227,456) ========== ============ Year ended October 31, 2007 Shares sold ...................................... 420,592 $ 6,842,996 Shares issued in reinvestment of distributions ... 207,457 3,319,293 Shares redeemed .................................. (1,351,589) (21,920,607) ---------- ------------ Net increase (decrease) .......................... (723,540) $(11,758,318) ========== ============ CLASS R SHARES: Six Months ended April 30, 2008 Shares sold ...................................... 59,871 $ 852,456 Shares issued in reinvestment of distributions ... 37,279 534,576 Shares redeemed .................................. (155,730) (2,196,707) ---------- ------------ Net increase (decrease) .......................... (58,580) $ (809,675) ========== ============ Year ended October 31, 2007 Shares sold ...................................... 171,390 $ 2,782,632 Shares issued in reinvestment of distributions ... 30,117 482,472 Shares redeemed .................................. (200,935) (3,275,758) ---------- ------------ Net increase (decrease) .......................... 572 $ (10,654) ========== ============ Semiannual Report | 115 Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN LARGE CAP FRANKLIN MICROCAP VALUE FUND VALUE FUND -------------------- ---------------------- SHARES AMOUNT SHARES AMOUNT ------- ---------- ------- ------------ ADVISOR CLASS SHARES: Six Months ended April 30, 2008 Shares sold ........................ 46,636 $ 669,088 840,497 $29,174,810 Shares issued in reinvestment of distributions ................ 16,740 241,219 157,757 5,288,026 Shares redeemed .................... (22,592) (332,273) (28,082) (964,050) ------- ---------- ------- ----------- Net increase (decrease) ............ 40,784 $ 578,034 970,172 $33,498,786 ======= ========== ======= =========== Year ended October 31, 2007 Shares sold ........................ 122,383 $2,051,466 616,159 $27,139,357 Shares issued in reinvestment of distributions ................ 11,958 192,523 23,334 964,134 Shares redeemed .................... (52,708) (871,709) (48,420) (2,089,350) ------- ---------- ------- ----------- Net increase (decrease) ............ 81,633 $1,372,280 591,073 $26,014,141 ======= ========== ======= =========== FRANKLIN MIDCAP FRANKLIN SMALL CAP VALUE FUND VALUE FUND ------------------------- -------------------------- SHARES AMOUNT SHARES AMOUNT ---------- ------------ ---------- ------------- CLASS A SHARES: Six Months ended April 30, 2008 Shares sold ........................ 992,985 $ 10,740,625 2,881,832 $ 114,877,020 Shares issued in reinvestment of distributions ................ 144,443 1,591,767 824,418 32,498,573 Shares redeemed .................... (1,246,528) (13,353,825) (3,455,125) (136,283,102) ---------- ------------ ---------- ------------- Net increase (decrease) ............ (109,100) $ (1,021,433) 251,125 $ 11,092,491 ========== ============ ========== ============= Year ended October 31, 2007 Shares sold ........................ 3,183,325 $ 38,241,463 6,238,565 $ 286,883,330 Shares issued in reinvestment of distributions ................ 110,345 1,277,790 1,069,850 47,383,669 Shares redeemed .................... (963,327) (11,431,670) (4,357,085) (200,077,600) ---------- ------------ ---------- ------------- Net increase (decrease) ............ 2,330,343 $ 28,087,583 2,951,330 $ 134,189,399 ========== ============ ========== ============= CLASS B SHARES: Six Months ended April 30, 2008 Shares sold ........................ 29,436 $ 1,125,373 Shares issued in reinvestment of distributions ................ 63,127 2,392,512 Shares redeemed .................... (287,653) (10,919,165) -------- ------------- Net increase (decrease) ............ (195,090) $ (7,401,280) ======== ============= Year ended October 31, 2007 Shares sold ........................ 63,827 $ 2,813,658 Shares issued in reinvestment of distributions ................ 119,243 5,077,359 Shares redeemed .................... (374,095) (16,518,434) -------- ------------- Net increase (decrease) ............ (191,025) $ (8,627,417) ======== ============= 116 | Semiannual Report Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. SHARES OF BENEFICIAL INTEREST (CONTINUED) FRANKLIN MIDCAP FRANKLIN SMALL CAP VALUE FUND VALUE FUND ---------------------- -------------------------- SHARES AMOUNT SHARES AMOUNT -------- ----------- ---------- ------------- CLASS C SHARES: Six Months ended April 30, 2008 Shares sold...................... 212,419 $ 2,254,137 485,892 $ 18,317,223 Shares issued in reinvestment of distributions.............. 22,426 246,235 228,018 8,525,589 Shares redeemed.................. (179,859) (1,925,992) (1,115,791) (41,769,587) -------- ----------- ---------- ------------ Net increase (decrease).......... 54,986 $ 574,380 (401,881) $(14,926,775) ======== =========== ========== ============ Year ended October 31, 2007 Shares sold...................... 562,097 $ 6,708,329 1,491,241 $ 64,910,723 Shares issued in reinvestment of distributions.............. 20,476 236,293 368,482 15,502,022 Shares redeemed.................. (137,048) (1,631,698) (1,403,086) (61,083,017) -------- ----------- ---------- ------------ Net increase (decrease).......... 445,525 $ 5,312,924 456,637 $ 19,329,728 ======== =========== ========== ============ CLASS R SHARES: Six Months ended April 30, 2008 Shares sold...................... 14,188 $ 158,855 892,366 $ 35,160,082 Shares issued in reinvestment of distributions.............. 776 8,550 107,596 4,219,897 Shares redeemed.................. (32,986) (375,445) (554,207) (21,749,901) -------- ----------- ---------- ------------ Net increase (decrease).......... (18,022) $ (208,040) 445,755 $ 17,630,078 ======== =========== ========== ============ Year ended October 31, 2007 Shares sold...................... 85,469 $ 986,194 1,800,705 $ 82,141,499 Shares issued in reinvestment of distributions.............. 1,220 14,089 88,779 3,915,153 Shares redeemed.................. (40,356) (476,646) (730,045) (33,280,303) -------- ----------- ---------- ------------ Net increase (decrease).......... 46,333 $ 523,637 1,159,439 $ 52,776,349 ======== =========== ========== ============ ADVISOR CLASS SHARES: Six Months ended April 30, 2008 Shares sold...................... 6,551 $ 71,308 621,709 $ 25,024,525 Shares issued in reinvestment of distributions.............. 2,437 26,923 53,178 2,153,708 Shares redeemed.................. (6,133) (64,719) (368,821) (15,208,655) -------- ----------- ---------- ------------ Net increase (decrease).......... 2,855 $ 33,512 306,066 $ 11,969,578 ======== =========== ========== ============ Year ended October 31, 2007 Shares sold...................... 33,091 $ 404,122 1,275,685 $ 60,553,398 Shares issued in reinvestment of distributions.............. 2,153 25,000 91,979 4,180,443 Shares redeemed.................. (8,446) (103,197) (1,201,364) (59,425,367) -------- ----------- ---------- ------------ Net increase (decrease).......... 26,798 $ 325,925 166,300 $ 5,308,474 ======== =========== ========== ============ Semiannual Report | 117 Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton Investments. Certain officers and trustees of the Trust are also officers and/or directors of the following subsidiaries: SUBSIDIARY AFFILIATION - ------------------------------------------------------------- ---------------------- Franklin Advisory Services, LLC (Advisory Services) Investment manager Franklin Templeton Services, LLC (FT Services) Administrative manager Franklin Templeton Distributors, Inc. (Distributors) Principal underwriter Franklin Templeton Investor Services, LLC (Investor Services) Transfer agent a. MANAGEMENT FEES The Franklin All Cap Value Fund and Franklin Large Cap Value Fund each pay an investment management fee to Advisory Services based on their respective average daily net assets as follows: ANNUALIZED FEE RATE NET ASSETS - ------------------- ----------------------------------------------------- 0.550% Up to and including $500 million 0.450% Over $500 million, up to and including $1 billion 0.400% Over $1 billion, up to and including $1.5 billion 0.350% Over $1.5 billion, up to and including $6.5 billion 0.325% Over $6.5 billion, up to and including $11.5 billion 0.300% Over $11.5 billion, up to and including $16.5 billion 0.290% Over $16.5 billion, up to and including $19 billion 0.280% Over $19 billion, up to and including $21.5 billion 0.270% In excess of $21.5 billion Effective January 1, 2008, the Franklin Balance Sheet Investment Fund pays an investment management fee to Advisory Services based on the average daily net assets of the fund as follows: ANNUALIZED FEE RATE NET ASSETS - ------------------- --------------------------------------------------- 0.625% 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 Prior to January 1, 2008, the Franklin Balance Sheet Investment Fund paid an investment management fee to Advisory Services based on the average daily net assets of the fund as follows: ANNUALIZED FEE RATE NET ASSETS - ------------------- --------------------------------------------------- 0.625% 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 $10 billion 0.440% 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 118 | Semiannual Report Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) A. MANAGEMENT FEES (CONTINUED) The Franklin MicroCap Value Fund pays an investment management fee to Advisory Services of 0.75% per year of the average daily net assets of the fund. The Franklin MidCap Value Fund pays an investment management fee to Advisory Services based on the average daily net assets of the fund as follows: ANNUALIZED FEE RATE NET ASSETS - ------------------- ----------------------------------------------------- 0.750% Up to and including $500 million 0.650% Over $500 million, up to and including $1 billion 0.600% Over $1 billion, up to and including $1.5 billion 0.550% Over $1.5 billion, up to and including $6.5 billion 0.525% Over $6.5 billion, up to and including $11.5 billion 0.500% Over $11.5 billion, up to and including $16.5 billion 0.490% Over $16.5 billion, up to and including $19 billion 0.480% Over $19 billion, up to and including $21.5 billion 0.470% In excess of $21.5 billion The Franklin Small Cap Value Fund pays an investment management fee to Advisory Services based on the average daily net assets of the fund as follows: ANNUALIZED FEE RATE NET ASSETS - ------------------- ------------------------------------------------- 0.750% Up to and including $500 million 0.625% Over $500 million, up to and including $1 billion 0.500% In excess of $1 billion B. ADMINISTRATIVE FEES FT Services provides administrative services to the Funds. The Franklin All Cap Value Fund, Franklin Large Cap Value Fund and Franklin MidCap Value Fund each pay an administrative fee to FT Services of 0.20% per year of their respective average daily net assets. Under an agreement with Advisory Services, the administrative fee for Franklin Balance Sheet Investment Fund, Franklin MicroCap Value Fund and Franklin Small Cap Value Fund is paid by Advisory Services based on each fund's average daily net assets, and is not an additional expense of the funds. C. DISTRIBUTION FEES The Trust's Board of Trustees has adopted distribution plans for each share class, with the exception of Advisor Class shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Funds' Class A reimbursement distribution 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. Semiannual Report | 119 Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) C. DISTRIBUTION FEES (CONTINUED) In addition, under the Funds' 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 maximum annual plan rates, based on the average daily net assets, for each class, are as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN FRANKLIN FRANKLIN ALL CAP BALANCE SHEET LARGE CAP MICROCAP MIDCAP SMALL CAP VALUE FUND INVESTMENT FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND ---------- --------------- ---------- ---------- ---------- ---------- Reimbursement Plans: Class A ............ -- 0.25% -- 0.25% -- 0.35% Compensation Plans: Class A ............ 0.35% -- 0.35% -- 0.35% -- Class B ............ -- 1.00% 1.00% -- -- 1.00% Class C ............ 1.00% 1.00% 1.00% -- 1.00% 1.00% Class R ............ 0.50% 0.50% 0.50% -- 0.50% 0.50% For the Franklin Large Cap Value Fund, Distributors has agreed to limit the current rate to 0.30% per year for Class A shares through January 31, 2009. D. SALES CHARGES/UNDERWRITING AGREEMENTS Distributors has advised the Funds of the following commission transactions related to the sales and redemptions of the Funds' shares for the period: FRANKLIN FRANKLIN FRANKLIN ALL CAP BALANCE SHEET LARGE CAP VALUE FUND INVESTMENT FUND VALUE FUND ---------- --------------- ---------- Sales charges retained net of commissions paid to unaffiliated broker/dealers ...... $5,094 $13,681 $27,987 Contingent deferred sales charges retained .. $ 196 $22,939 $10,756 FRANKLIN FRANKLIN FRANKLIN MICROCAP MIDCAP SMALL CAP VALUE FUND VALUE FUND VALUE FUND ---------- --------------- ---------- Sales charges retained net of commissions paid to unaffiliated broker/dealers ...... $7,351 $26,318 $158,105 Contingent deferred sales charges retained .. $ 108 $ 2,667 $ 50,951 120 | Semiannual Report Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. TRANSACTIONS WITH AFFILIATES (CONTINUED) E. TRANSFER AGENT FEES For the period ended April 30, 2008, the Funds paid transfer agent fees as noted in the Statements of Operations of which the following amounts were retained by Investor Services: FRANKLIN FRANKLIN FRANKLIN FRANKLIN FRANKLIN FRANKLIN ALL CAP BALANCE SHEET LARGE CAP MICROCAP MIDCAP SMALL CAP VALUE FUND INVESTMENT FUND VALUE FUND VALUE FUND VALUE FUND VALUE FUND ---------- --------------- ---------- ---------- ---------- ---------- Transfer agent fees ... $6,068 $1,651,820 $142,791 $158,668 $53,968 $856,356 F. WAIVER AND EXPENSE REIMBURSEMENTS FT Services and Advisory Services have agreed in advance to waive all or a portion of their respective fees and to assume payment of other expenses through February 28, 2009 for Franklin All Cap Value Fund and Franklin MidCap Value Fund. Total expenses waived or paid are not subject to reimbursement by the funds subsequent to the funds' fiscal year end. After February 28, 2009, FT Services and Advisory Services may discontinue this waiver at any time upon notice to the funds' Board of Trustees. 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, 2008, the custodian fees were reduced as noted in the Statements of Operations. 5. INCOME TAXES For tax purposes, capital losses may be carried over to offset future capital gains, if any. At October 31, 2007, the Franklin All Cap Value Fund had tax basis capital losses of $71,121 expiring in 2015. At April 30, 2008, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows: FRANKLIN FRANKLIN FRANKLIN ALL CAP BALANCE SHEET LARGE CAP VALUE FUND INVESTMENT FUND VALUE FUND ----------- --------------- ------------- Cost of investments ......................... $10,995,906 $2,857,351,105 $167,094,553 =========== ============== ============ Unrealized appreciation ..................... $ 724,163 $1,568,389,623 $ 50,484,779 Unrealized depreciation (1,115,684) (372,201,309) (21,425,177) ----------- -------------- ------------ Net unrealized appreciation (depreciation) .. $ (391,521) $1,196,188,314 $ 29,059,602 =========== ============== ============ Semiannual Report | 121 Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 5. INCOME TAXES (CONTINUED) FRANKLIN FRANKLIN FRANKLIN MICROCAP MIDCAP SMALL CAP VALUE FUND VALUE FUND VALUE FUND ------------ ------------ -------------- Cost of investments ........................... $303,250,384 $ 84,110,778 $1,202,608,737 ============ ============ ============== Unrealized appreciation ....................... $134,529,389 $ 9,074,662 $ 318,916,687 Unrealized depreciation ...................... (38,108,186) (12,212,349) (198,601,154) ------------ ------------ -------------- Net unrealized appreciation (depreciation) .... $ 96,421,203 $ (3,137,687) $ 120,315,533 ============ ============ ============== Net investment income (loss) differs for financial statement and tax purposes primarily due to differing treatments of foreign currency transactions, bond discounts and premiums, offering costs, and pass-through entity income. Net realized gains (losses) differ for financial statement and tax purposes primarily due to differing treatments of wash sales and foreign currency transactions. 6. INVESTMENT TRANSACTIONS Purchases and sales (excluding short term securities) for the period ended April 30, 2008, were as follows: FRANKLIN FRANKLIN FRANKLIN FRANKLIN FRANKLIN FRANKLIN ALL CAP BALANCE SHEET LARGE CAP MICROCAP MIDCAP SMALL CAP VALUE FUND INVESTMENT FUND(a) VALUE FUND VALUE FUND VALUE FUND VALUE FUND ----------- ------------------ ----------- ----------- ----------- ------------ Purchases ......... $2,262,037 $129,709,716 $ 8,591,766 $20,785,556 $ 7,661,079 $ 96,720,645 Sales ............. $ 315,949 $463,684,469 $24,781,627 $27,119,319 $11,712,847 $142,533,430 (a) Sales of investments excludes a redemption in-kind of $122,194,190. 7. INVESTMENTS IN FRANKLIN INSTITUTIONAL FIDUCIARY TRUST MONEY MARKET PORTFOLIO The Funds may invest in the Franklin Institutional Fiduciary Trust Money Market Portfolio (Sweep Money Fund), an open-end investment company managed by Franklin Advisers, Inc. (an affiliate of the investment manager). Management fees paid by the Funds are reduced on assets invested in the Sweep Money Fund, in an amount not to exceed the management and administrative fees paid by the Sweep Money Fund. 8. RESTRICTED SECURITIES The Funds may invest in securities that are restricted under the Securities Act of 1933 (1933 Act) or which are subject to legal, contractual, or other agreed upon restrictions on resale. Restricted securities are often purchased in private placement transactions, and cannot be sold without prior registration unless the sale is pursuant to an exemption under the 1933 Act. Disposal of these 122 | Semiannual Report Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 8. RESTRICTED SECURITIES (CONTINUED) securities may require greater effort and expense, and prompt sale at an acceptable price may be difficult. The Funds may have registration rights for restricted securities. The issuer generally incurs all registration costs. At April 30, 2008, the Franklin MicroCap Value Fund held investments in restricted securities, excluding 144A securities deemed to be liquid, valued in accordance with procedures approved by the fund's Board of Trustees as reflecting fair value, as follows: ACQUISITION SHARES ISSUER DATE COST VALUE - ------- --------------------------------------------------- ----------- ---------- ----------- FRANKLIN MICROCAP VALUE FUND 94,800 Allen Organ Co., Contingent Distribution........... 9/07/06 $ 973,637 $1,016,256 495,000 Black River BancVenture Inc. ...................... 8/13/07 4,950,000 4,307,985 94,800 LandCo Real Estate LLC, Liquidating Trust.......... 9/07/06 240,792 168,744 ---------- TOTAL RESTRICTED SECURITIES (1.38% of Net Assets).. $5,492,985 ========== 9. HOLDINGS OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES The 1940 Act defines "affiliated companies" to include investments in portfolio companies in which a fund owns 5% or more of the outstanding voting securities. Investments in "affiliated companies" for the Franklin Balance Sheet Investment Fund and the Franklin MicroCap Value Fund for the period ended April 30, 2008, were as shown below. NUMBER OF NUMBER OF SHARES HELD SHARES HELD VALUE REALIZED AT BEGINNING GROSS GROSS AT END AT END INVESTMENT CAPITAL NAME OF ISSUER OF PERIOD ADDITIONS REDUCTIONS OF PERIOD OF PERIOD INCOME GAIN (LOSS) - --------------------------------------- ------------ --------- ---------- ----------- ------------ ---------- ----------- FRANKLIN BALANCE SHEET INVESTMENT FUND NON-CONTROLLED AFFILIATES Dollar Thrifty Automotive Group Inc. .. 1,763,067 100,000 -- 1,863,067 $ 24,573,854 $ -- $ -- Furmanite Corp. ....................... 2,783,000 -- 94,400 2,688,600 22,745,556 -- 404,530 Furniture Brands International Inc. ... 3,250,000 150,000 -- 3,400,000 46,070,000 665,600 -- KGen Power Corp., 144A ................ 4,400,000 -- -- 4,400,000 85,800,000 -- -- Syms Corp. ............................ 1,430,000 -- -- 1,430,000 21,450,000 -- -- Tecumseh Products Co., A .............. 1,085,000 -- 85,000 1,000,000 31,330,000 -- (2,426,123) Tecumseh Products Co., B .............. 310,000 -- -- 310,000 8,521,900 -- -- Zale Corp. ............................ 1,767,600 453,400 -- 2,221,000 46,019,120 -- -- ------------ -------- ----------- TOTAL AFFILIATED SECURITIES (7.49% of Net Assets) .............. $286,510,430 $665,600 $(2,021,593) ============ ======== =========== FRANKLIN MICROCAP VALUE FUND NON-CONTROLLED AFFILIATES ACMAT Corp., A ........................ 392,800 -- -- 392,800 $ 9,397,740 $ -- $ -- American Pacific Corp. ................ 676,300 -- -- 676,300 11,652,649 -- -- Black River BancVenture Inc. .......... 495,000 -- -- 495,000 4,307,985 -- -- Cobra Electronics Corp. ............... 376,300 43,700 -- 420,000 1,327,200 67,200 -- Continental Materials Corp. ........... 109,000 -- -- 109,000 2,512,450 -- -- Delta Apparel Inc. .................... 680,000 25,000 -- 705,000 3,102,000 -- -- Duckwall-ALCO Stores Inc. ............. 227,500 -- -- 227,500 2,648,100 -- -- Espey Manufacturing & Electronics Corp. .............................. 156,000 -- -- 156,000 3,237,000 292,500 -- GTSI Corp. ............................ 488,140 -- -- 488,140 3,905,120 -- -- Hardinge Inc. ......................... 652,500 122,500 -- 775,000 12,927,000 71,375 -- Semiannual Report | 123 Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 9. HOLDINGS OF 5% VOTING SECURITIES OF PORTFOLIO COMPANIES (CONTINUED) NUMBER OF NUMBER OF SHARES HELD SHARES HELD VALUE REALIZED AT BEGINNING GROSS GROSS AT END AT END INVESTMENT CAPITAL NAME OF ISSUER OF PERIOD ADDITIONS REDUCTIONS OF PERIOD OF PERIOD INCOME GAIN (LOSS) - --------------------------------- ------------ --------- ---------- ----------- ----------- ----------- ----------- FRANKLIN MICROCAP VALUE FUND (CONTINUED) NON-CONTROLLED AFFILIATES International Shipholding Corp. . 474,800 -- 29,800 445,000 $ 8,459,450 $ -- $ 490,883 Nashua Corp. .................... 357,930 -- -- 357,930 3,647,307 -- -- Omega Protein Corp. ............. 1,000,000 -- 130,000 870,000 --(a) -- 958,017 Proliance International Inc. .... 823,800 -- -- 823,800 922,656 -- -- Rockford Corp. .................. 575,000 -- -- 575,000 767,625 -- -- S&K Famous Brands Inc. .......... 255,500 -- -- 255,500 804,825 -- -- Tandy Brands Accessories Inc. .. 540,000 -- -- 540,000 2,243,700 43,200 -- ----------- -------- ---------- TOTAL AFFILIATED SECURITIES (18.08% of Net Assets)........ $71,862,807 $474,275 $1,448,900 =========== ======== ========== (a) As of April 30, 2008, not an affiliate.3 10. REDEMPTION IN-KIND During the period ended April 30, 2008, the Franklin Balance Sheet Investment Fund realized $108,876,568 of net gains resulting from a redemption in-kind in which a shareholder redeemed fund shares for securities held by the fund rather than for cash. Because such gains are not taxable to the fund, and are not distributed to remaining shareholders, they have been reclassified from accumulated net realized gains to paid-in capital. 11. NEW ACCOUNTING PRONOUNCEMENTS The Funds adopted Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -- an Interpretation of FASB Statement No. 109" (FIN 48), on April 30, 2008. FIN 48 clarifies the accounting for uncertainty in tax positions taken or expected to be taken in a tax return. FIN 48 provides guidance on the measurement, recognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. The Funds (excluding the Franklin All Cap Value Fund) have reviewed the tax positions, taken on federal income tax returns, for each of the three open tax years as of October 31, 2007, and have determined that no provision for income tax is required in the Funds' financial statements. The Franklin All Cap Value Fund has reviewed the tax position as of October 31, 2007 and has determined that no provision for income tax is required in the Franklin All Cap Value Fund's financial statements. In September 2006, FASB issued FASB Statement No. 157, "Fair Value Measurement" (SFAS 157), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Funds believe the adoption of SFAS 157 will have no material impact on its financial statements. 124 | Semiannual Report Franklin Value Investors Trust NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 11. NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED) In March 2008, FASB issued FASB Statement No. 161, "Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133" (SFAS 161), which expands disclosures about derivative investments and hedging activities. SFAS 161 is effective for fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The Funds are currently evaluating the impact, if any, of applying the various provisions of SFAS 161. Semiannual Report | 125 Franklin Value Investors Trust SHAREHOLDER INFORMATION BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT At a meeting held February 25, 2008, the Board of Trustees (Board), including a majority of non-interested or independent Trustees, approved renewal of the investment management agreement for each of the Funds within the Trust (Fund(s)) other than the recently formed Franklin All Cap Value Fund, which did not require an agreement renewal. In reaching this decision, the Board took into account information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual renewal review process. Information furnished and discussed throughout the year included investment performance reports and related financial information for each Fund, as well as periodic reports on shareholder services, legal, compliance, pricing, brokerage commissions and execution and other services provided by the Investment Manager (Manager) and its affiliates. Information furnished specifically in connection with the renewal process included a report for each Fund prepared by Lipper, Inc. (Lipper), an independent organization, as well as a Fund profitability analysis report prepared by management. The Lipper reports compared each Fund's investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper. The Fund profitability analysis report discussed the profitability to Franklin Templeton Investments from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Included with such profitability analysis report was information on a fund-by-fund basis listing portfolio managers and other accounts they manage, as well as information on management fees charged by the Manager and its affiliates including management's explanation of differences where relevant and a three-year expense analysis with an explanation for any increase in expense ratios. Additional material accompanying such report was a memorandum prepared by management describing project initiatives and capital investments relating to the services provided to the Funds by the Franklin Templeton Investments organization, as well as a memorandum relating to economies of scale and a comparative analysis concerning transfer agent fees charged each Fund as shown in such Lipper report. In considering such materials, the independent Trustees received assistance and advice from and met separately with independent counsel. While the investment management agreements for all Funds were considered at the same Board meeting, the Board dealt with each Fund separately. In approving continuance of the investment management agreement for each Fund, the Board, including a majority of independent Trustees, determined that the existing management fee structure was fair and reasonable and that continuance of the investment management agreement was in the best interests of each Fund and its shareholders. While attention was given to all information furnished, the following discusses some primary factors relevant to the Board's decision. NATURE, EXTENT AND QUALITY OF SERVICES. The Board was satisfied with the nature and quality of the overall services provided by the Manager and its affiliates to the Funds and their shareholders. In addition to investment performance and expenses discussed later, the Board's opinion was based, in part, upon periodic reports furnished them showing that the investment policies and restrictions for each Fund were consistently complied with as well as other reports periodically furnished the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics adopted throughout the Franklin Templeton fund complex, the adherence to fair value pricing procedures established by the Board, and the accuracy of net asset 126 | Semiannual Report Franklin Value Investors Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) value calculations. The Board also noted the extent of benefits provided Fund shareholders from being part of the Franklin Templeton family of funds, including the right to exchange investments between the same class of funds without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings in other funds to obtain a reduced sales charge. Favorable consideration was given to management's continuous efforts and expenditures in establishing back-up systems and recovery procedures to function in the event of a natural disaster, it being noted that such systems and procedures had functioned smoothly during the Florida hurricanes and blackouts experienced in recent years. Among other factors taken into account by the Board were the Manager's best execution trading policies, including a favorable report on the efficiency of its trading operations by an independent portfolio trading analytical firm. Consideration was also given to the experience of each Fund's portfolio management team, the number of accounts managed and general method of compensation. In this latter respect, the Board noted that a primary factor in management's determination of a portfolio manager's bonus compensation was the relative investment performance of the funds he or she managed and that a portion of such bonus was required to be invested in a predesignated list of funds within such person's fund management area so as to be aligned with the interests of Fund shareholders. In this respect, the Board after making inquiries of management, received assurances that bonus composition was not unduly influenced by one-year or short-term performance but was based primarily on longer periods consistent with the interests of long-term shareholders. The Board also took into account the quality of transfer agent and shareholder services provided Fund shareholders by an affiliate of the Manager, noting continuing expenditures by management to increase and improve the scope of such services, periodic favorable reports on such service conducted by third parties and the high industry ranking given to the Franklin Templeton website. INVESTMENT PERFORMANCE. The Board placed significant emphasis on the investment performance of each Fund in view of its importance to shareholders. While consideration was given to performance reports and discussions with portfolio managers at Board meetings throughout the year, particular attention in assessing performance was given to the Lipper reports furnished for the agreement renewals. The Lipper reports prepared for each Fund showed the investment performance of its Class A shares in comparison to a performance universe selected by Lipper. Comparative performance for each Fund was shown for 2007 and for the previous 10 years ended December 31, 2007, for those Funds that had been in existence for such length of time and for lesser periods for other Funds depending on when their operations commenced. The following summarizes the performance results for each of the Funds and the Board's view of such performance. FRANKLIN BALANCE SHEET INVESTMENT FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional mid-cap value funds as selected by Lipper. The Lipper report comparison showed the Fund's total return during 2007 was in the lowest quintile of such performance universe and on an annualized basis, was in the second-lowest quintile of such performance universe for each of the previous three- and five-year periods, and in the upper half of such universe for the previous 10-year period. In discussing such performance, management pointed out the Fund's strategy of seeking gains through investments in companies with low price to book values through investing in companies whose value will grow over an anticipated holding Semiannual Report | 127 Franklin Value Investors Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) period of five or more years. Management further pointed out that the Fund had been closed to new investors since May 2002 to permit an orderly inflow of investments in view of the scarcity of securities meeting such criteria, but believed recent stock volatility had begun to present potential new investment opportunities. While intending to continuously monitor future performance, the Board felt the Fund's performance did not warrant any change in portfolio managers or investment strategy and noted, as shown in the Lipper report, that the Fund's total return on an annualized basis exceeded 15% for the five-year period and 10% for the 10-year period. FRANKLIN LARGE CAP VALUE FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional large-cap value funds as selected by Lipper. The Lipper report comparison showed the Fund's total return during 2007 was in the second-lowest quintile of such performance universe. The Fund's operations encompass less than 10 full years and such report showed that the Fund's annualized total return during the previous three- and five-year periods was in the lowest quintile of its performance universe. Neither the Board nor management was satisfied with such performance and noted that a change had been made in the Fund's lead portfolio manager and discussed other steps being taken to improve performance. FRANKLIN MICROCAP VALUE FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional small-cap value funds as selected by Lipper. The Lipper report comparison showed the Fund's total return during 2007 was in the upper half of such performance universe, and on an annualized basis, was in either the highest or second-highest quintile of such performance universe during each of the previous three-, five- and 10-year periods. The Board was satisfied with such performance. FRANKLIN MIDCAP VALUE FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional mid-cap value funds as selected by Lipper. The Fund has only been in existence for two full years and the Lipper report showed its 2007 total return during such years to be in the second-lowest quintile of such universe. The Board did not find such performance to be particularly meaningful in view of the Fund's limited period of operations and the small size of the Fund, noting that its expenses were subsidized by management. FRANKLIN SMALL CAP VALUE FUND - The performance universe for this Fund consisted of the Fund and all retail and institutional small-cap value funds as selected by Lipper. The Lipper report comparison showed that the Fund's total return for 2007 placed it in the second-highest quintile of such performance universe and that its total return on an annualized basis was also in the second-highest quintile of such universe for the previous three- and five-year periods and in the lowest quintile of such performance universe for the previous 10-year period. The Board found such performance to be acceptable. 128 | Semiannual Report Franklin Value Investors Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) COMPARATIVE EXPENSES. Consideration was given to a comparative analysis of the management fees and total expense ratios of each Fund compared with those of a group of other funds selected by Lipper as constituting its appropriate Lipper expense group. Prior to making such comparison, the Board relied upon a survey showing that the scope of management advisory services covered under the Fund's investment management agreement was similar to those provided by fund managers to other mutual fund groups. In reviewing comparative costs, emphasis was given to each Fund's contractual investment management fee in comparison with the contractual investment management fee that would have been charged by other funds within its Lipper expense group assuming they were similar in size to the Fund, as well as the actual total expenses of the Fund in comparison with those of its expense group. The Lipper contractual investment management fee comparison includes within such fee any separate administrative fees, and the Lipper actual total expenses, for comparative consistency, are shown by Lipper for Fund Class A shares. Such expense comparisons in the case of each of Franklin Balance Sheet Investment Fund, Franklin MicroCap Value Fund and Franklin Small Cap Value Fund showed both their contractual investment management fees and their total expenses to be in the least expensive quintiles of their respective Lipper expense groups. The Board was satisfied with the expenses of these Funds. The Lipper report for Franklin Large Cap Value Fund showed its contractual investment management fee rate to be below the median of its expense group, and its actual total expenses to be 12 basis points above the median of such expense group. The Board found the expenses of such Fund to be acceptable. The Lipper report for Franklin MidCap Value Fund showed its contractual fee rate and actual total expenses in each case to be less than five basis points above its respective Lipper expense group medians. The Board found such expenses to be satisfactory, noting the relatively small size of Franklin MidCap Value Fund and that its expenses were subsidized by management. MANAGEMENT PROFITABILITY. The Board also considered the level of profits realized by the Manager and its affiliates in connection with the operation of each Fund. In this respect, the Board reviewed the Fund profitability analysis that addresses the overall profitability of Franklin Templeton's U.S. fund business, as well as its profits in providing management and other services to each Fund. Specific attention was given to the methodology followed in allocating costs to each Fund, it being recognized that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that, while being continuously refined and reflecting changes in the Manager's own cost accounting, the cost allocation methodology was consistent with that followed in profitability report presentations for the Funds made in prior years and that the Funds' independent registered public accounting firm had been engaged by the Manager to perform certain procedures on a biennial basis, specified and approved by the Manager and the Funds' Board solely for their purposes and use in reference to the profitability analysis. In reviewing and discussing such analysis, management discussed with the Board its belief that costs incurred in establishing the infrastructure necessary for the type of mutual fund operations conducted by the Manager and its affiliates may not be fully reflected in the expenses allocated to each Fund in determining its profitability, as well as the fact that the level of profits, to a certain extent, reflected operational cost savings and efficiencies initiated by management. The Board also took into account management's expenditures in improving shareholder services provided the Funds, as well as the need to meet additional Semiannual Report | 129 Franklin Value Investors Trust SHAREHOLDER INFORMATION (CONTINUED) BOARD REVIEW OF INVESTMENT MANAGEMENT AGREEMENT (CONTINUED) regulatory and compliance requirements resulting from the Sarbanes-Oxley Act and recent SEC and other regulatory requirements. In addition, the Board considered a third-party study comparing the profitability of the Manager's parent on an overall basis as compared to other publicly held managers broken down to show profitability from management operations exclusive of distribution expenses, as well as profitability including distribution expenses. The Board also considered the extent to which the Manager and its affiliates might derive ancillary benefits from fund operations, including its interest in a joint venture entity that financed up-front commissions paid to brokers/dealers who sold fund Class B shares prior to February 2005, when the offering of such shares was discontinued, as well as potential benefits resulting from allocation of fund brokerage and the use of "soft" commission dollars to pay for research. Based upon its consideration of all these factors, the Board determined that the level of profits realized by the Manager and its affiliates from providing services to each Fund was not excessive in view of the nature, quality and extent of services provided. ECONOMIES OF SCALE. The Board also considered whether economies of scale are realized by the Manager as the Funds grow larger and the extent to which this is reflected in the level of management fees charged. While recognizing that any precise determination is inherently subjective, the Board noted that based upon the Fund profitability analysis, it appears that as some funds get larger, at some point economies of scale do result in the Manager realizing a larger profit margin on management services provided such a fund. The Board also noted that economies of scale are shared with each Fund and its shareholders through management fee breakpoints so that as a Fund grows in size, its effective management fee rate declines. The fee structure under the investment management agreement for each of Franklin Balance Sheet Investment Fund, Franklin Large Cap Value Fund and Franklin Small Cap Value Fund contained breakpoints that continued to asset levels that exceed the present size of these Funds. In view of such structure and the favorable fee and expense comparisons of these Funds within their respective Lipper expense groups, the Board believed that to the extent economies of scale may be realized by the Manager of these Funds and its affiliates, that there was a sharing of benefits with each of these Funds and their shareholders. The fee structure of Franklin MidCap Value Fund contains breakpoints and the Board felt in view of management's expense subsidy, that no economies of scale are realized in its operation of this Fund. The fee structure under the investment management agreement for Franklin MicroCap Value Fund provides a flat fee of 0.75% at all asset levels. In discussing the absence of breakpoints with the independent Trustees, management pointed out that this Fund invests only in domestic and foreign securities with a market capitalization of less than $400 million that are believed to be undervalued. Management stated its belief that such limited investment option did not permit the Fund to achieve the type of economies of scale that might benefit other funds from increases in size and also pointed out that the Fund whose asset size was approximately $436 million at year-end has been closed to new investors, with limited exceptions, since January 14, 2004. Management also expressed its view that this fee was low for this type of a fund and pointed out the favorable comparison of fees and expenses within its Lipper expense group. The independent Trustees acknowledged that management's explanation provided a reasonable basis for believing the flat fee rate under the investment management agreement was fair and that in the current circumstances, management was not benefiting from any meaningful economies of scale in its management of this Fund. 130 | Semiannual Report Franklin Value Investors Trust SHAREHOLDER INFORMATION (CONTINUED) PROXY VOTING POLICIES AND PROCEDURES The Trust 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 1-954/527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Copies of the Trust's proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission's website at sec.gov and reflect the most recent 12-month period ended June 30. QUARTERLY STATEMENT OF INVESTMENTS The Trust files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year on Form N-Q. Shareholders may view the filed Form N-Q by visiting the Commission's website at sec.gov. The filed form may also be viewed and copied at the Commission's Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling 1-800/SEC-0330. Semiannual Report | 131 This page intentionally left blank. This page intentionally left blank. (FRANKLIN TEMPLETON INVESTMENTS LOGO) One Franklin Parkway San Mateo, CA 94403-1906 - - WANT TO RECEIVE THIS DOCUMENT FASTER VIA EMAIL? Eligible shareholders can sign up for eDelivery at franklintempleton.com. See inside for details. SEMIANNUAL REPORT AND SHAREHOLDER LETTER FRANKLIN VALUE INVESTORS TRUST INVESTMENT MANAGER Franklin Advisory Services, LLC One Parker Plaza Ninth Floor Fort Lee, NJ 07024 DISTRIBUTOR Franklin Templeton Distributors, Inc. 1-800/DIAL BEN(R) franklintempleton.com SHAREHOLDER SERVICES 1-800/632-2301 Authorized for distribution only when accompanied or preceded by a prospectus. Investors should carefully consider a fund's investment goals, risks, charges and expenses before investing. The prospectus contains this and other information; please read it carefully before investing. To ensure the highest quality of service, telephone calls to or from our service departments may be monitored, recorded and accessed. These calls can be identified by the presence of a regular beeping tone. ITEM 2. CODE OF ETHICS. (a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer. (c) N/A (d) N/A (f) Pursuant to Item 12(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a)(1) The Registrant has an audit committee financial expert serving on its audit committee. (2) The audit committee financial expert is Frank T. Crohn and he is "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. N/A ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. N/A ITEM 6. SCHEDULE OF INVESTMENTS. N/A ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. N/A ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. N/A ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. N/A ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees that would require disclosure herein. ITEM 11. CONTROLS AND PROCEDURES. (A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Registrant maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Registrant's filings under the Securities Exchange Act of 1934 and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant's management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant's management, including the Registrant's principal executive officer and the Registrant's principal financial officer, of the effectiveness of the design and operation of the Registrant's disclosure controls and procedures. Based on such evaluation, the Registrant's principal executive officer and principal financial officer concluded that the Registrant's disclosure controls and procedures are effective. (B) CHANGES IN INTERNAL CONTROLS. There have been no significant changes in the Registrant's internal controls or in other factors that could significantly affect the internal controls subsequent to the date of their evaluation in connection with the preparation of this Shareholder Report on Form N-CSR. ITEM 12. EXHIBITS. (a)(1) Code of Ethics (a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Galen G. Vetter, Chief Executive Officer - Finance and Administration, and Laura F. Fergerson, Chief Financial Officer and Chief Accounting Officer (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Galen G. Vetter, Chief Executive Officer - Finance and Administration, and Laura F. Fergerson, Chief Financial Officer and Chief Accounting Officer SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FRANKLIN VALUE INVESTORS TRUST By /S/GALEN G. VETTER ------------------ Galen G. Vetter Chief Executive Officer - Finance and Administration Date June 26, 2008 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/GALEN G. VETTER ------------------ Galen G. Vetter Chief Executive Officer - Finance and Administration Date June 26, 2008 By /S/LAURA F. FERGERSON --------------------- Laura F. Fergerson Chief Financial Officer and Chief Accounting Officer Date June 26, 2008