UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05387

Franklin Mutual Series Funds

(Exact name of registrant as specified in charter)

101 John F. Kennedy Parkway, Short Hills, NJ 07078-2705

(Address of principal executive offices) (Zip code)

Alison Baur, One Franklin Parkway, San Mateo, CA 94403-1906

(Name and address of agent for service)

Registrant's telephone number, including area code:(210)912-2100

Date of fiscal year end: 12/31

Date of reporting period: 12/31/23

Item 1. Reports to Stockholders.

a.)

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

b.)

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

Not Applicable

.

ANNUAL

REPORT

AND

SHAREHOLDER

LETTER

Franklin

Mutual

Series

Funds

December

31,

2023

Not

FDIC

Insured

May

Lose

Value

No

Bank

Guarantee

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Franklin

Mutual

International

Value

Fund

Formerly,

Franklin

Mutual

European

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

.

The

Securities

and

Exchange

Commission

has

adopted

new

regulations

that

will

result

in

changes

to

the

design

and

delivery

of

annual

and

semiannual

shareholder

reports

beginning

in

July

2024.

If

you

have

previously

elected

to

receive

shareholder

reports

electronically,

you

will

continue

to

do

so

and

need

not

take

any

action.

Otherwise,

paper

copies

of

the

Fund’s

shareholder

reports

will

be

mailed

to

you

beginning

in

July

2024.

If

you

would

like

to

receive

shareholder

reports

and

other

communications

from

the

Fund

electronically

instead

of

by

mail,

you

may

make

that

request

at

any

time

by

contacting

your

financial

intermediary

(such

as

a

broker-dealer

or

bank)

or,

if

you

are

a

direct

investor,

enrolling

at

franklintempleton.com.

You

may

access

franklintempleton.com

by

scanning

the

code

below.

Franklin

Mutual

Series

Funds

1

franklintempleton.com

Annual

Report

SHAREHOLDER

LETTER

Dear

Shareholder,

We

are

pleased

to

provide

the

annual

report

of

Franklin

Mutual

Series

Funds

for

the

12-month

reporting

period

ended

December

31,

2023.

Please

read

on

for

a

detailed

look

at

prevailing

economic

and

market

conditions

during

the

Funds’

reporting

period

and

to

learn

how

those

conditions

have

affected

Fund

performance.

Special

Shareholder

Notice

Effective

May

1,

2023,

Franklin

Mutual

European

Fund

changed

its

name

to

Franklin

Mutual

International

Value

Fund.

The

Fund

also

changed

its

primary

benchmark,

investment

strategy,

and

lowered

its

management

fee

and

expenses.

Subsequent

Event

Notice

Effective

February

29,

2024,

Christian

Correa,

CFA,

Chief

Investment

Officer,

will

relinquish

his

portfolio

management

responsibilities

on

the

Franklin

Mutual

Beacon

Fund

in

order

to

enable

him

to

focus

on

both

leading

the

overall

platform

as

well

as

portfolio

management

responsibilities

for

the

Franklin

Mutual

Global

Discovery

Fund

and

the

Franklin

Mutual

Shares

Fund.

Effective

February

29,

2024,

Katrina

Dudley,

SVP

Investment

Strategist,

Portfolio

Manager

and

Research

Analyst

for

Mutual

Series

will

relinquish

her

portfolio

management

responsibilities

for

the

Franklin

Mutual

Global

Discovery

Fund

and

the

Franklin

Mutual

International

Value

Fund

as

she

will

be

assuming

a

new

role

within

the

company.

On

December

14,

2023,

the

Board

of

Trustees

of

Franklin

Mutual

Series

Funds

approved

a

proposal

to

reorganize

the

Franklin

Mutual

Financial

Services

Fund

with

and

into

Franklin

Mutual

Global

Discovery

Fund,

subject

to

approval

by

shareholders

of

the

Franklin

Mutual

Financial

Services

Fund.

It

is

anticipated

that

in

the

first

quarter

of

2024,

shareholders

of

the

Franklin

Mutual

Financial

Services

Fund

will

receive

a

proxy

card

and

a

combined

Prospectus/Proxy

Statement

requesting

their

votes

on

the

reorganization.

If

approved

by

the

shareholders,

the

transaction

is

expected

to

be

completed

on

or

about

April

26,

2024,

but

may

be

delayed

if

unforeseen

circumstances

arise.

As

always,

we

remain

committed

to

providing

you

with

excellent

service

and

a

full

spectrum

of

investment

choices.

We

also

remain

committed

to

supplementing

the

support

you

receive

from

your

financial

advisor.

One

way

we

accomplish

this

is

through

our

website,

www.franklintempleton.com

.

Here

you

can

gain

immediate

access

to

market

and

investment

information,

including:

•

Fund

prices

and

performance.

•

Market

insights

and

commentaries

from

our

portfolio

Managers,

and

•

A

host

of

educational

resources.

We

look

forward

to

helping

you

meet

your

financial

goals.

Sincerely,

Christian

Correa,

CFA

President

and

Chief

Investment

Officer

Franklin

Mutual

Advisers,

LLC

CFA

®

is

a

trademark

owned

by

CFA

Institute.

franklintempleton.com

Annual

Report

2

Contents

Franklin

Mutual

Beacon

Fund

3

Franklin

Mutual

Financial

Services

Fund

10

Franklin

Mutual

Global

Discovery

Fund

17

Franklin

Mutual

International

Value

Fund

24

Franklin

Mutual

Quest

Fund

31

Franklin

Mutual

Shares

Fund

38

Financial

Highlights

and

Schedules

of

Investments

45

Financial

Statements

102

Notes

to

Financial

Statements

113

Report

of

Independent

Registered

Public

Accounting

Firm

146

Tax

Information

147

Board

Members

and

Officers

148

Shareholder

Information

152

Visit

franklintempleton.com

for

fund

updates,

to

access

your

account,

or

to

find

helpful

financial

planning

tools.

3

franklintempleton.com

Annual

Report

Franklin

Mutual

Beacon

Fund

Fund

Overview

Q.

What

is

the

Fund’s

investment

strategy?

A.

The

Fund

seeks

capital

appreciation,

which

may

occasionally

be

short

term.

The

secondary

goal

is

income.

At

Franklin

Mutual

Series,

we

are

committed

to

our

distinctive

value

approach

to

investing,

which

we

believe

can

generate

above-average

risk-adjusted

returns

over

time

for

our

shareholders.

Our

major

investment

strategy

is

investing

in

undervalued

stocks.

When

selecting

undervalued

equities,

we

are

attracted

to

what

we

believe

are

fundamentally

strong

companies

with

healthy

balance

sheets,

high-quality

assets,

substantial

free

cash

flow

and

shareholder-oriented

management

teams

and

whose

stocks

are

trading

at

discounts

to

our

assessment

of

the

companies’

intrinsic

or

business

value.

We

also

look

for

asset-rich

companies

whose

shares

may

be

trading

at

depressed

levels

due

to

concerns

over

short-term

earnings

disappointments,

litigation,

management

strategy

or

other

perceived

negatives.

This

strict

value

approach

is

not

only

intended

to

improve

the

likelihood

of

capital

appreciation,

but

also

reduces

the

risk

of

substantial

declines,

in

our

opinion.

While

the

vast

majority

of

our

undervalued

equity

and

debt

investments

are

made

in

publicly

traded

companies

globally,

we

may

invest

occasionally

in

privately

held

companies

as

well.

To

a

lesser

extent,

we

complement

this

more

traditional

investment

strategy

with

two

others.

One

is

distressed

investing,

a

highly

specialized

field

that

has

proven

quite

profitable

during

certain

periods

over

the

years.

Distressed

investing

is

complex

and

can

take

many

forms.

The

most

common

distressed

investment

the

Fund

undertakes

is

the

purchase

of

financially

troubled

or

bankrupt

companies’

debt

at

a

substantial

discount

to

face

value.

After

the

financially

distressed

company

is

reorganized,

often

in

bankruptcy

court,

the

old

debt

is

typically

replaced

with

new

securities

issued

by

the

financially

stronger

company.

The

other

piece

of

our

investment

strategy

is

participating

in

arbitrage

situations,

another

highly

specialized

field.

When

companies

announce

proposed

mergers

or

takeovers,

commonly

referred

to

as

deals,

the

target

company

may

trade

at

a

discount

to

the

bid

it

ultimately

accepts.

One

form

of

arbitrage

involves

purchasing

the

target

company’s

stock

when

it

is

trading

below

the

value

we

believe

it

would

receive

in

a

deal.

In

keeping

with

our

commitment

to

a

relatively

conservative

investment

approach,

we

typically

focus

our

arbitrage

efforts

on

announced

deals,

and

avoid

rumored

deals

or

other

situations

we

consider

relatively

risky.

In

addition,

it

is

our

practice

to

hedge

the

Fund’s

currency

exposure

when

we

deem

it

advantageous

for

our

shareholders.

Q.

What

were

the

overall

market

conditions

during

the

Fund’s

reporting

period?

A.

Although

the

market

globally

rose

in

2023,

value

stocks

underperformed

their

growth

counterparts

and

overall

returns

were

generally

concentrated

in

a

handful

of

large

U.S.

technology

companies.

The

economic

environment

was

largely

positive

for

equities.

Interest

rates

climbed

in

2023,

but

the

move

higher

was

less

pronounced

than

it

was

in

2022.

Oil

prices

finished

the

year

just

below

where

they

began

it,

inflationary

pressures

moderated,

and

unemployment

remained

low.

Higher

bond

yields

had

a

negative

impact

on

certain

sectors,

like

consumer

staples

and

health

care,

over

the

course

of

the

year.

Markets

were

anticipating

a

recession

coming

into

2023

following

2022’s

rate

hikes,

but

the

global

economy

has

so

far

managed

to

avoid

a

significant

slowdown

and

the

U.S.

Federal

Reserve

(Fed),

European

Central

Bank

and

Bank

of

England

all

appear

likely

to

hold

interest

rates

steady

for

now.

Chinese

growth

remains

a

concern

as

the

country’s

real

estate

industry

weakens

and

its

relations

with

the

U.S.

remain

tense.

We

believe

our

focus

on

seeking

out

stocks

trading

below

our

view

of

their

fundamental

value,

regardless

of

benchmark

or

style-categorization,

and

with

a

clearly

defined

catalyst

to

help

realize

that

value

over

time

was

a

benefit

during

the

year.

Q.

How

did

we

respond

to

these

changing

market

conditions?

A.

We

made

a

significant

number

of

portfolio

changes

in

2023

due

to

high

market

volatility,

reducing

or

exiting

certain

positions

that

had

outsized

market

appreciation

and

reinvesting

in

businesses

we

think

are

well

positioned

for

the

longer

term,

but

which

are

currently

seeing

depressed

stock

prices.

We

also

added

to

our

exposure

in

Asia

through

Japan-based

retailer

Seven

&

I

Holdings,

South

Korea-

based

chipmaker

Samsung

Electronics

and

Singapore-

based

bank

DBS

Group

Holdings.

We

reduced

the

number

of

companies

with

higher

leverage

by

exiting

positions

in

Western

Digital,

a

U.S.-based

disk

drive

maker,

and

Elanco

Animal

Health.

Other

changes

included

swapping

some

of

our

energy

sector

positions

for

idiosyncratic

reasons

(BP

for

Shell)

and

with

the

goal

of

diversifying

our

holdings

to

include

oil

services

(Suncor

for

Schlumberger).

Franklin

Mutual

Beacon

Fund

4

franklintempleton.com

Annual

Report

Performance

Overview

The

Fund’s

Class

Z

shares

posted

a

+15.48%

cumulative

total

return

for

the

12

months

ended

December

31,

2023.

In

comparison,

the

Fund’s

benchmark,

the

MSCI

World

Value

Index-NR

(USD),

which

measures

the

performance

of

stocks

exhibiting

overall

value

style

characteristics

in

global

developed

markets,

posted

a

+11.51%

cumulative

total

return.

1

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

6

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236.

*

Rounds

to

less

than

0.1%.

Q.

What

were

the

leading

contributors

to

performance?

A.

Several

high-quality

companies

with

good

long-term

growth

profiles

that

had

previously

fallen

out

of

favor

with

the

market

were

among

the

Fund’s

biggest

contributors.

Among

them

were

social

media

firm

Meta

Platforms

and

pharmaceutical

company

Eli

Lilly.

After

Meta

announced

significant

cost

cuts

in

2022,

the

stock

responded

positively

and

subsequent

earnings

reports

were

strong

as

it

delivered

on

every

metric

that

investors

cared

about,

including

better

engagement,

better

monetization

of

engagement,

revenue

acceleration

and

operating

expense

discipline.

Meanwhile,

earnings

at

Eli

Lilly

were

solid

over

the

course

of

the

year

and

it

benefited

from

optimism

around

its

product

portfolio

including

obesity.

We

took

advantage

of

the

strength

in

both

stocks

to

exit

our

positions

during

the

year,

swapping

Meta

for

entertainment

company

Disney

and

trimming

our

overall

health

care

exposure

following

the

sale

of

Lilly.

Building

products

firm

Ferguson

was

a

notable

contributor,

as

earnings

have

been

strong

in

recent

quarters

and

the

strength

of

their

business

was

not

well

reflected

in

valuation.

We

believe

the

company

has

balanced

exposure

to

end

markets

and

is

well

positioned

to

grow

in

both

the

residential

and

non-residential

markets

over

time.

In

our

view,

Ferguson’s

competitive

advantage

is

its

scaled

business

model,

which

generates

a

flywheel

effect

of

strong

organic

growth,

margin

expansion,

and

free

cash

flow

generation.

Q.

What

were

the

leading

detractors

from

performance?

A.

A

position

in

U.S.

bank

SVB

Financial

was

a

major

detractor

after

the

bank

failed

in

early

2023.

The

bank

suffered

from

a

rapid

run

on

its

deposits

in

March

2023

Geographic

Composition

12/31/23

%

of

Total

Net

Assets

United

States

61.3%

Netherlands

6.9%

Switzerland

6.3%

France

5.9%

United

Kingdom

4.3%

South

Korea

3.4%

Singapore

3.0%

Germany

2.7%

Australia

2.6%

Japan

2.4%

Other

*

0.0%

Short-Term

Investments

&

Other

Net

Assets

1.2%

Top

10

Industries

12/31/23

%

of

Total

Net

Assets

a

Pharmaceuticals

9.9%

Banks

9.8%

Insurance

4.8%

Textiles,

Apparel

&

Luxury

Goods

4.8%

Trading

Companies

&

Distributors

3.8%

Health

Care

Equipment

&

Supplies

3.8%

Capital

Markets

3.6%

Oil,

Gas

&

Consumable

Fuels

3.6%

Technology

Hardware,

Storage

&

Peripherals

3.4%

Machinery

3.4%

1.

Source:

Morningstar.

The

index

is

unmanaged

and

includes

reinvestment

of

any

income

or

distributions.

It

does

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

Net

Return

(NR)

reflects

no

deduction

for

fees,

expenses

or

taxes

but

are

net

of

dividend

tax

withholding.

Important

data

provider

notices

and

terms

available

at

www.franklintempletondatasources.com.

The

dollar

value,

number

of

shares

or

principal

amount,

and

names

of

all

portfolio

holdings

are

listed

in

the

Fund’s

Schedule

of

Investments

(SOI).

The

SOI

begins

on

page

50

.

Franklin

Mutual

Beacon

Fund

5

franklintempleton.com

Annual

Report

in

the

wake

of

its

attempt

to

raise

capital

following

losses

on

the

sale

of

its

U.S.

Treasuries

portfolio.

A

position

in

industrials

firm

Johnson

Controls

International,

which

makes

HVAC

systems,

detracted

from

relative

results

in

the

sector

amid

weak

financial

results,

uncertainty

around

its

2024

guidance

and

as

the

company

overcomes

the

impact

of

a

cyberattack.

U.K.-based

tobacco

company

British

American

Tobacco

(BAT)

detracted

from

relative

results.

The

stock

struggled

in

the

quarter

and

over

the

course

of

2023

amid

fears

about

increased

U.S.

regulatory

risks,

particularly

surrounding

menthol

cigarettes.

A

federal

ban

could

reduce

earnings.

Additionally,

BAT’s

new

chief

executive

lowered

the

company’s

earnings

guidance

for

2024

and

2025

as

it

invests

more

in

“heat-not-burn”

products

and

in

the

U.S.

to

bolster

its

position.

As

a

result,

BAT

does

not

expect

to

return

to

mid-single

digit

growth

until

2026.

We

believe

that

given

the

regulatory

uncertainty

in

the

U.S.,

challenges

with

new

product

categories

and

current

challenges

related

to

ESG

investing,

the

stock

may

continue

to

face

near-term

headwinds.

Subsequent

to

period-end,

effective

February

29,

2024,

Christian

Correa,

CFA,

Chief

Investment

Officer,

will

relinquish

his

portfolio

management

responsibilities

on

the

Franklin

Mutual

Beacon

Fund

to

enable

him

to

focus

on

both

leading

the

overall

platform

as

well

as

portfolio

management

responsibilities

for

the

Franklin

Mutual

Global

Discovery

Fund

and

the

Franklin

Mutual

Shares

Fund.

Thank

you

for

your

participation

in

Franklin

Mutual

Beacon

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Christian

Correa,

CFA

Mandana

Hormozi

Aman

Gupta,

CFA

Portfolio

Management

Team

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

December

31,

2023,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Top

10

Holdings

12/31/23

Company

Industry,

Country

%

of

Total

Net

Assets

a

a

JPMorgan

Chase

&

Co.

4.1%

Banks,

United

States

Ferguson

plc

3.8%

Trading

Companies

&

Distributors,

United

States

Medtronic

plc

3.8%

Health

Care

Equipment

&

Supplies,

United

States

BlackRock,

Inc.

3.6%

Capital

Markets,

United

States

Shell

plc

3.6%

Oil,

Gas

&

Consumable

Fuels,

Netherlands

Novartis

AG

3.6%

Pharmaceuticals,

Switzerland

Samsung

Electronics

Co.

Ltd.

3.4%

Technology

Hardware,

Storage

&

Peripherals,

South

Korea

Parker-Hannifin

Corp.

3.4%

Machinery,

United

States

Heineken

NV

3.4%

Beverages,

Netherlands

Reckitt

Benckiser

Group

plc

3.3%

Household

Products,

United

Kingdom

Performance

Summary

as

of

December

31,

2023

Franklin

Mutual

Beacon

Fund

6

franklintempleton.com

Annual

Report

The

performance

table

and

graphs

do

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses

of

each

class.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

12/31/23

1

Cumulative

total

return

excludes

sales

charges.

Average

annual

total

return

includes

maximum

sales

charges.

Sales

charges

will

vary

depending

on

the

size

of

the

investment

and

the

class

of

share

purchased.

The

maximum

is

5.50%

and

the

minimum

is

0%.

Class

A:

5.50%

maximum

initial

sales

charge;

For

other

share

classes,

visit

franklintempleton.com

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

Z

1-Year

+15.48%

+15.48%

5-Year

+54.79%

+9.13%

10-Year

+93.19%

+6.81%

A

4

1-Year

+15.19%

+8.82%

5-Year

+52.86%

+7.64%

10-Year

+88.27%

+5.93%

See

page

8

for

Performance

Summary

footnotes.

Franklin

Mutual

Beacon

Fund

Performance

Summary

7

franklintempleton.com

Annual

Report

See

page

8

for

Performance

Summary

footnotes.

Total

Return

Index

Comparison

for

a

Hypothetical

$10,000

Investment

1

Total

return

represents

the

change

in

value

of

an

investment

over

the

periods

shown.

It

includes

any

applicable

maximum

sales

charge,

Fund

expenses,

account

fees

and

reinvested

distributions.

The

unmanaged

index

includes

reinvestment

of

any

income

or

distributions.

It

differs

from

the

Fund

in

composition

and

does

not

pay

management

fees

or

expenses.

One

cannot

invest

directly

in

an

index.

Class

Z

(

12/31/13–12/31/23)

Class

A

(12/31/13–12/31/23)

Franklin

Mutual

Beacon

Fund

Performance

Summary

8

franklintempleton.com

Annual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

All

investments

involve

risks,

including

possible

loss

of

principal.

The

investment

style

may

become

out

of

favor,

which

may

have

a

negative

impact

on

performance.

International

investments

are

subject

to

special

risks,

including

currency

fluctuations

and

social,

economic

and

political

uncertainties,

which

could

increase

volatility.

These

risks

are

magnified

in

emerging

markets.

To

the

extent

the

portfolio

invests

in

a

concentration

of

certain

securities,

regions

or

industries,

it

is

subject

to

increased

vola-

tility.

Small-

and

mid-cap

stocks

involve

greater

risks

and

volatility

than

large-cap

stocks.

Investments

in

companies

engaged

in

mergers,

reorganizations

or

liquidations

also

involve

special

risks

as

pending

deals

may

not

be

completed

on

time

or

on

favorable

terms.

Low-rated,

high-yield

bonds

are

subject

to

greater

price

volatility,

illiquidity

and

possibility

of

default.

The

manager

may

consider

environmental,

social

and

governance

(ESG)

criteria

in

the

research

or

investment

process;

however,

ESG

consid-

erations

may

not

be

a

determinative

factor

in

security

selection.

In

addition,

the

manager

may

not

assess

every

investment

for

ESG

criteria,

and

not

every

ESG

factor

may

be

identified

or

evaluated.

These

and

other

risks

are

discussed

in

the

Fund’s

prospectus.

1.

The

total

annual

operating

expenses

are

as

of

the

Fund’s

prospectus

available

at

the

time

of

publication.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

4.

Prior

to

9/10/18,

these

shares

were

offered

at

a

higher

initial

sales

charge

of

5.75%,

thus

actual

returns

(with

sales

charges)

would

have

differed.

Average

annual

total

returns

(with

sales

charges)

have

been

restated

to

reflect

the

current

maximum

initial

sales

charge

of

5.50%.

5.

Source:

FactSet.

MSCI

World

Value

Index-NR

(USD)

is

a

free

float-adjusted,

market

capitalization-weighted

index

designed

to

measure

the

performance

of

stocks

exhibiting

overall

value

style

characteristics

in

global

developed

markets.

Net

Return

(NR)

reflects

no

deduction

for

fees,

expenses

or

taxes

but

are

net

of

dividend

tax

withholding.

6.

Figures

are

as

stated

in

the

Fund’s

current

prospectus

and

may

differ

from

the

expense

ratios

disclosed

in

the

Your

Fund’s

Expenses

and

Financial

Highlights

sections

in

this

report.

In

periods

of

market

volatility,

assets

may

decline

significantly,

causing

total

annual

Fund

operating

expenses

to

become

higher

than

the

figures

shown.

Important

data

provider

notices

and

terms

available

at

www.franklintempletondatasources.com.

Distributions

(1/1/23–12/31/23)

Share

Class

Net

Investment

Income

Long-Term

Capital

Gain

Total

Z

$0.3197

$0.6518

$0.9715

A

$0.2805

$0.6518

$0.9323

C

$0.1541

$0.6518

$0.8059

R

$0.2447

$0.6518

$0.8965

R6

$0.3297

$0.6518

$0.9815

Total

Annual

Operating

Expenses

6

Share

Class

Z

0.77%

A

1.02%

Your

Fund’s

Expenses

Franklin

Mutual

Beacon

Fund

9

franklintempleton.com

Annual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

ongoing

Fund

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

Fund

expenses.

All

mutual

funds

have

ongoing

costs,

sometimes

referred

to

as

operating

expenses.

The

table

below

shows

ongoing

costs

of

investing

in

the

Fund

and

can

help

you

understand

these

costs

and

compare

them

with

those

of

other

mutual

funds.

The

table

assumes

a

$1,000

investment

held

for

the

six

months

indicated.

Actual

Fund

Expenses

The

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

You

can

estimate

the

expenses

you

paid

during

the

period

by

following

these

steps

(

of

course,

your

account

value

and

expenses

will

differ

from

those

in

this

illustration

):

Divide

your

account

value

by

$1,000

(

if

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=

$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

184/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements,

for

Class

R6.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

7/1/23

Ending

Account

Value

12/31/23

Expenses

Paid

During

Period

7/1/23–12/31/23

1,2

Ending

Account

Value

12/31/23

Expenses

Paid

During

Period

7/1/23–12/31/23

1,2

a

Net

Annualized

Expense

Ratio

2

Z

$1,000

$1,073.41

$3.98

$1,021.37

$3.88

0.76%

A

$1,000

$1,072.50

$5.28

$1,020.11

$5.15

1.01%

C

$1,000

$1,068.20

$9.18

$1,016.33

$8.95

1.76%

R

$1,000

$1,070.60

$6.58

$1,018.85

$6.42

1.26%

R6

$1,000

$1,073.40

$3.76

$1,021.58

$3.67

0.72%

10

franklintempleton.com

Annual

Report

Franklin

Mutual

Financial

Services

Fund

On

December

14,

2023,

the

Board

of

Trustees

of

Franklin

Mutual

Series

Funds

approved

a

proposal

to

reorganize

the

Franklin

Mutual

Financial

Services

Fund

with

and

into

Franklin

Mutual

Global

Discovery

Fund,

subject

to

approval

by

shareholders

of

the

Franklin

Mutual

Financial

Services

Fund.

It

is

anticipated

that

in

the

first

quarter

of

2024,

shareholders

of

the

Franklin

Mutual

Financial

Services

Fund

will

receive

a

proxy

card

and

a

combined

Prospectus/Proxy

Statement

requesting

their

votes

on

the

reorganization.

If

approved

by

the

shareholders,

the

transaction

is

expected

to

be

completed

on

or

about

April

26,

2024,

but

may

be

delayed

if

unforeseen

circumstances

arise.

Fund

Overview

Q.

What

is

the

Fund’s

investment

strategy?

A.

The

Fund

seeks

capital

appreciation,

which

may

occasionally

be

short

term.

Its

secondary

goal

is

income.

We

strive

to

provide

investors

with

superior

risk-adjusted

returns

over

time

through

our

distinctive,

value

investment

style,

which

includes

investments

in

undervalued

common

stocks,

and

to

a

significantly

lesser

extent,

distressed

debt

and

merger

arbitrage.

Rigorous

fundamental

analysis

drives

our

investment

process.

We

attempt

to

determine

each

investment’s

intrinsic

value

as

well

as

the

price

at

which

we

would

be

willing

to

commit

shareholder

Funds.

While

valuation

remains

our

key

consideration,

we

utilize

numerous

fundamental

factors

such

as

return

on

equity,

financial

leverage

and

long-term

earnings

power.

We

also

consider

factors

such

as

management

quality

and

competitive

position.

As

always,

our

approach

to

investing

is

as

much

about

assessing

risk

and

containing

losses

as

it

is

about

achieving

profits.

In

addition,

it

is

our

practice

to

hedge

the

Fund’s

currency

exposure

when

we

deem

it

advantageous

for

our

shareholders.

Q.

What

were

the

overall

market

conditions

during

the

Fund’s

reporting

period?

A.

Although

the

market

globally

rose

in

2023,

value

stocks

underperformed

their

growth

counterparts

and

overall

returns

were

generally

concentrated

in

a

handful

of

large

U.S.

technology

companies.

The

economic

environment

was

largely

positive

for

equities.

Interest

rates

climbed

in

2023,

but

the

move

higher

was

less

pronounced

than

it

was

in

2022.

Oil

prices

finished

the

year

just

below

where

they

began

it,

inflationary

pressures

moderated,

and

unemployment

remained

low.

Higher

bond

yields

had

a

negative

impact

on

certain

value

sectors,

like

consumer

staples,

over

the

course

of

the

year.

Markets

were

anticipating

a

recession

coming

into

2023

following

2022’s

rate

hikes,

but

the

global

economy

has

so

far

managed

to

avoid

a

significant

slowdown

and

the

U.S.

Federal

Reserve

(Fed),

European

Central

Bank

and

Bank

of

England

all

appear

likely

to

hold

interest

rates

steady

for

now.

Chinese

growth

remains

a

concern

as

the

country’s

real

estate

industry

weakens

and

its

relations

with

the

U.S.

remain

tense.

We

believe

our

focus

on

seeking

out

stocks

trading

below

our

view

of

their

fundamental

value,

regardless

of

benchmark

or

style-categorization,

and

with

a

clearly

defined

catalyst

to

help

realize

that

value

over

time

was

a

benefit

during

the

year.

Q.

How

did

we

respond

to

these

changing

market

conditions?

A.

We

have

continued

to

actively

manage

the

portfolio’s

bank

exposure

by

adding

to

select

U.S.

regional

and

large

banks

following

the

March

2023

sell-off

and

dislocation.

In

addition,

we

initiated

a

position

in

Progressive

Insurance,

a

high-quality

personal

line

insurer.

The

stock

came

under

significant

pressure

following

the

company’s

update

of

adverse

development

and

rising

loss

content.

We

view

this

as

a

high-quality

company

and

have

confidence

that

management

will

return

to

historical

profitability

and

growth

rates

in

the

medium

term.

We

added

to

the

real

estate

managers

and

REITs

sector

following

the

significant

sell-off

in

the

space

over

concerns

about

real

estate

prices.

We

also

exited

Willis

Towers

Watson

after

the

company

continued

to

disappoint

on

its

turnaround

efforts.

They

have

fallen

significantly

short

of

expectations,

leading

to

us

closing

the

position.

Lastly,

we

trimmed

various

insurance

names

during

the

period

as

the

stocks

have

generally

performed

well.

Geographic

Composition

12/31/23

%

of

Total

Net

Assets

United

States

57.6%

Netherlands

11.0%

Ireland

6.5%

Italy

3.6%

Jordan

3.5%

Germany

3.3%

France

3.0%

Spain

2.0%

United

Kingdom

1.5%

China

1.2%

Austria

1.2%

Singapore

1.0%

Other

0.9%

Short-Term

Investments

&

Other

Net

Assets

3.7%

Franklin

Mutual

Financial

Services

Fund

11

franklintempleton.com

Annual

Report

Performance

Overview

The

Fund’s

Class

Z

shares

posted

a

+12.30%

cumulative

total

return

for

the

12

months

ended

December

31,

2023.

For

comparison,

the

Fund’s

primary

benchmark,

the

MSCI

World

Financials

Index-NR

(USD),

which

captures

large-

and

mid-cap

financials

sector

representation

across

developed

market

countries,

posted

a

+16.16%

cumulative

total

return.

1

Also

for

comparison,

the

Standard

&

Poor’s

®

500

(S&P

500

®

)

Financials

Index,

which

consists

of

all

financial

stocks

in

the

S&P

500

®

,

posted

a

+12.15%

cumulative

total

return.

1

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

13

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236.

Q.

What

were

the

leading

contributors

to

performance?

A.

Italian

bank

UniCredit

contributed

to

relative

results,

after

strong

earnings

results.

Higher

interest

rates

in

Europe

have

had

a positive

impact

on

net

interest

income,

fees

have

climbed,

and

the

bank

has

been

able

to

control

costs

through

headcount

reductions

and

operating

efficiencies.

Credit

has

also

been

strong,

and

UniCredit

has

been

able

to

generate

capital

that

it

is

returning

to

shareholders.

The

bank

also

increased

its

full-year

net

interest

income

guidance

and

sees

2024

operating

income

matching

2023

levels.

International

General

Insurance

Holdings

contributed

to

relative

results.

The

company

reported

strong

earnings

for

its

latest

quarter,

driven

by

good

underwriting

results.

Net

written

premiums

were

up

18%

year-over-year,

and

rate

increases

for

insurance

were

up

nearly

10%

and

27%

for

its

reinsurance

book.

Despite

a

sharp

rise

over

the

past

year,

the

stock

still

trades

at

only

90%

of

its

tangible

book

value.

The

company

is

positive

in

its

near-term

outlook

and

is

cautiously

optimistic

that

the

rate

it

is

charging

on

insurance

today

is

above

loss

cost

inflation. Capital

One,

a

U.S.-based

bank,

contributed

to

relative

performance

over

the

period.

Its

earnings

for

the

latest

quarter

were

strong,

as

revenue

rose

on

an

increase

in

both

net

interest

income

and

fee

income

compared

with

the

prior

quarter,

while

its

net

interest

margin

rose,

reflecting

higher

yields

and

lower

deposit

costs.

Capital

One’s

loan

growth

was

modest,

and

credit

quality

remained

strong.

However,

the

Consumer

Financial

Protection

Bureau’s

proposals

on

late

fees

remains

an

overhang

on

the

stock.

Q.

What

were

the

leading

detractors

from

performance?

A.

A

position

in

U.S.

bank

SVB

Financial

was

a

major

detractor

after

the

bank

failed

in

early

2023.

The

bank

suffered

from

a

rapid

run

on

its

deposits

in

March

2023

in

the

wake

of

its

attempt

to

raise

capital

following

losses

on

the

sale

of

its

U.S.

Treasuries

portfolio.

Direct

Line

Insurance

Group

was

a

detractor.

The

U.K.-based

insurer

preannounced

disappointing

earnings

and

suspended

the

final

dividend

of

2022

early

in

the

year.

A

combination

of

high

weather

losses

and

third-party

claims,

coupled

with

increased

inflation,

resulted

in

higher

loss

expenses

for

Direct

Line.

As

a

result

of

these

operational

stresses,

the

board

made

the

decision

to

remove

the

chief

executive

officer.

Citizens

Financial

Group,

a

U.S.-based

bank,

detracted

from

relative

results

following

the

collapse

of

SVB

Financial

and

resulting

stresses

in

the

broader

banking

system.

Recent

financial

results

have

also

been

weak.

Net

interest

income

and

net

interest

margins

remain

under

pressure

as

it

continued

to

see

higher

despite

costs

and

weaker

loan

growth.

Portfolio

Composition

12/31/23

%

of

Total

Net

Assets

Banks

38.1%

Insurance

27.1%

Financial

Services

10.1%

Capital

Markets

6.3%

Consumer

Finance

3.8%

Household

Durables

3.6%

Trading

Companies

&

Distributors

2.9%

Real

Estate

Management

&

Development

2.6%

Professional

Services

1.8%

Short-Term

Investments

&

Other

Net

Assets

3.7%

1.

Source:

Morningstar.

The

indexes

are

unmanaged

and

include

reinvestment

of

any

income

or

distributions.

They

do

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

Net

Return

(NR)

reflects

no

deduction

for

fees,

expenses

or

taxes

but

are

net

of

dividend

tax

withholding.

Important

data

provider

notices

and

terms

available

at

www.franklintempletondatasources.com.

The

dollar

value,

number

of

shares

or

principal

amount,

and

names

of

all

portfolio

holdings

are

listed

in

the

Fund’s

Schedule

of

Investments

(SOI).

The

SOI

begins

on

page

57

.

Franklin

Mutual

Financial

Services

Fund

12

franklintempleton.com

Annual

Report

Thank

you

for

your

participation

in

Franklin

Mutual

Financial

Services

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Andrew

Dinnhaupt,

CFA

Luis

Hernandez

Portfolio

Managers

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

December

31,

2023,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Top

10

Holdings

12/31/23

Company

Industry,

Country

%

of

Total

Net

Assets

A

a

ASR

Nederland

NV

4.3%

Insurance,

Netherlands

JPMorgan

Chase

&

Co.

4.3%

Banks,

United

States

Voya

Financial,

Inc.

4.0%

Financial

Services,

United

States

Hartford

Financial

Services

Group,

Inc.

(The)

3.9%

Insurance,

United

States

PNC

Financial

Services

Group,

Inc.

(The)

3.9%

Banks,

United

States

Everest

Group

Ltd.

3.8%

Insurance,

United

States

Capital

One

Financial

Corp.

3.8%

Consumer

Finance,

United

States

Columbia

Banking

System,

Inc.

3.7%

Banks,

United

States

NN

Group

NV

3.6%

Insurance,

Netherlands

UniCredit

SpA

3.6%

Banks,

Italy

Performance

Summary

as

of

December

31,

2023

Franklin

Mutual

Financial

Services

Fund

13

franklintempleton.com

Annual

Report

The

performance

table

and

graphs

do

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses

of

each

class.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

12/31/23

1

Cumulative

total

return

excludes

sales

charges.

Average

annual

total

return

includes

maximum

sales

charges.

Sales

charges

will

vary

depending

on

the

size

of

the

investment

and

the

class

of

share

purchased.

The

maximum

is

5.50%

and

the

minimum

is

0%.

Class

A:

5.50%

maximum

initial

sales

charge;

For

other

share

classes,

visit

franklintempleton.com

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

Z

1-Year

+12.30%

+12.30%

5-Year

+47.62%

+8.10%

10-Year

+88.66%

+6.55%

A

4

1-Year

+12.03%

+5.85%

5-Year

+45.87%

+6.63%

10-Year

+83.84%

+5.68%

See

page

15

for

Performance

Summary

footnotes.

Franklin

Mutual

Financial

Services

Fund

Performance

Summary

14

franklintempleton.com

Annual

Report

See

page

15

for

Performance

Summary

footnotes.

Total

Return

Index

Comparison

for

a

Hypothetical

$10,000

Investment

1

Total

return

represents

the

change

in

value

of

an

investment

over

the

periods

shown.

It

includes

any

applicable

maximum

sales

charge,

Fund

expenses,

account

fees

and

reinvested

distributions.

The

unmanaged

indexes

include

reinvestment

of

any

income

or

distributions.

They

differ

from

the

Fund

in

composition

and

do

not

pay

management

fees

or

expenses.

One

cannot

invest

directly

in

an

index.

Class

Z

(

12/31/13–12/31/23)

Class

A

(12/31/13–12/31/23)

Franklin

Mutual

Financial

Services

Fund

Performance

Summary

15

franklintempleton.com

Annual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

All

investments

involve

risks,

including

possible

loss

of

principal.

The

investment

style

may

become

out

of

favor,

which

may

have

a

negative

impact

on

performance.

To

the

extent

the

portfolio

invests

in

a

concentration

of

certain

securities,

regions

or

industries,

it

is

subject

to

increased

volatility.

International

investments

are

subject

to

special

risks,

including

currency

fluctuations

and

social,

economic

and

political

uncertainties,

which

could

increase

volatility.

These

risks

are

magnified

in

emerging

markets.

Small-

and

mid-cap

stocks

involve

greater

risks

and

volatility

than

large-cap

stocks.

The

manager

may

consider

environmental,

social

and

governance

(ESG)

criteria

in

the

research

or

investment

process;

however,

ESG

considerations

may

not

be

a

determinative

factor

in

security

selection.

In

addition,

the

manager

may

not

assess

every

investment

for

ESG

criteria,

and

not

every

ESG

factor

may

be

identified

or

evaluated.

These

and

other

risks

are

discussed

in

the

Fund’s

prospectus.

1.

The

total

annual

operating

expenses

are

as

of

the

Fund's

prospectus

available

at

the

time

of

publication.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

4.

Prior

to

9/10/18,

these

shares

were

offered

at

a

higher

initial

sales

charge

of

5.75%,

thus

actual

returns

(with

sales

charges)

would

have

differed.

Average

annual

total

returns

(with

sales

charges)

have

been

restated

to

reflect

the

current

maximum

initial

sales

charge

of

5.50%.

5.

Source:

FactSet.

The

MSCI

World

Financials

Index-NR

(USD)

captures

large-

and

mid-cap

financials

sector

representation

across

developed

market

countries.

Net

Return

(NR)

reflects

no

deduction

for

fees,

expenses

or

taxes

but

are

net

of

dividend

tax

withholding.

The

S&P

500

®

Financials

Index

is

market

capitalization-weighted

and

consists

of

all

financial

stocks

in

the

S&P

500

®

.

The

S&P

500

®

is

a

market

capitalization-weighted

index

of

500

stocks

designed

to

measure

total

U.S.

equity

market

performance.

6.

Figures

are

as

stated

in

the

Fund’s

current

prospectus

and

may

differ

from

the

expense

ratios

disclosed

in

the

Your

Fund’s

Expenses

and

Financial

Highlights

sections

in

this

report.

In

periods

of

market

volatility,

assets

may

decline

significantly,

causing

total

annual

Fund

operating

expenses

to

become

higher

than

the

figures

shown.

Important

data

provider

notices

and

terms

available

at

www.franklintempletondatasources.com.

Distributions

(1/1/23–12/31/23)

Share

Class

Net

Investment

Income

Z

$0.6395

A

$0.5757

C

$0.3125

R6

$0.6653

Total

Annual

Operating

Expenses

6

Share

Class

Z

1.06%

A

1.31%

Your

Fund’s

Expenses

Franklin

Mutual

Financial

Services

Fund

16

franklintempleton.com

Annual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

ongoing

Fund

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

Fund

expenses.

All

mutual

funds

have

ongoing

costs,

sometimes

referred

to

as

operating

expenses.

The

table

below

shows

ongoing

costs

of

investing

in

the

Fund

and

can

help

you

understand

these

costs

and

compare

them

with

those

of

other

mutual

funds.

The

table

assumes

a

$1,000

investment

held

for

the

six

months

indicated.

Actual

Fund

Expenses

The

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

You

can

estimate

the

expenses

you

paid

during

the

period

by

following

these

steps

(

of

course,

your

account

value

and

expenses

will

differ

from

those

in

this

illustration

):

Divide

your

account

value

by

$1,000

(

if

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=

$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

184/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

7/1/23

Ending

Account

Value

12/31/23

Expenses

Paid

During

Period

7/1/23–12/31/23

1,2

Ending

Account

Value

12/31/23

Expenses

Paid

During

Period

7/1/23–12/31/23

1,2

a

Net

Annualized

Expense

Ratio

2

Z

$1,000

$1,157.65

$5.92

$1,019.72

$5.54

1.09%

A

$1,000

$1,156.20

$7.27

$1,018.46

$6.81

1.34%

C

$1,000

$1,152.00

$11.32

$1,014.69

$10.60

2.09%

R6

$1,000

$1,158.50

$5.41

$1,020.19

$5.06

0.99%

17

franklintempleton.com

Annual

Report

Franklin

Mutual

Global

Discovery

Fund

Fund

Overview

Q.

What

is

the

Fund’s

investment

strategy?

A.

The

Fund

seeks

capital

appreciation.

At

Franklin

Mutual

Series,

we

are

committed

to

our

distinctive

value

approach

to

investing,

which

we

believe

can

generate

above-average

risk-adjusted

returns

over

time

for

our

shareholders.

Our

major

investment

strategy

is

investing

in

undervalued

stocks.

When

selecting

undervalued

equities,

we

are

attracted

to

what

we

believe

are

fundamentally

strong

companies

with

healthy

balance

sheets,

high-quality

assets,

substantial

free

cash

flow

and

shareholder-oriented

management

teams

and

whose

stocks

are

trading

at

discounts

to

our

assessment

of

the

companies’

intrinsic

or

business

value.

We

also

look

for

asset-rich

companies

whose

shares

may

be

trading

at

depressed

levels

due

to

concerns

over

short-term

earnings

disappointments,

litigation,

management

strategy

or

other

perceived

negatives.

This

strict

value

approach

is

not

only

intended

to

improve

the

likelihood

of

capital

appreciation,

but

also

reduces

the

risk

of

substantial

declines,

in

our

opinion.

While

the

vast

majority

of

our

undervalued

equity

and

debt

investments

are

made

in

publicly

traded

companies

globally,

we

may

invest

occasionally

in

privately

held

companies

as

well.

To

a

lesser

extent,

we

complement

this

more

traditional

investment

strategy

with

two

others.

One

is

distressed

investing,

a

highly

specialized

field

that

has

proven

quite

profitable

during

certain

periods

over

the

years.

Distressed

investing

is

complex

and

can

take

many

forms.

The

most

common

distressed

investment

the

Fund

undertakes

is

the

purchase

of

financially

troubled

or

bankrupt

companies’

debt

at

a

substantial

discount

to

face

value.

After

the

financially

distressed

company

is

reorganized,

often

in

bankruptcy

court,

the

old

debt

is

typically

replaced

with

new

securities

issued

by

the

financially

stronger

company.

The

other

piece

of

our

investment

strategy

is

participating

in

arbitrage

situations,

another

highly

specialized

field.

When

companies

announce

proposed

mergers

or

takeovers,

commonly

referred

to

as

deals,

the

target

company

may

trade

at

a

discount

to

the

bid

it

ultimately

accepts.

One

form

of

arbitrage

involves

purchasing

the

target

company’s

stock

when

it

is

trading

below

the

value

we

believe

it

would

receive

in

a

deal.

In

keeping

with

our

commitment

to

a

relatively

conservative

investment

approach,

we

typically

focus

our

arbitrage

efforts

on

announced

deals,

and

avoid

rumored

deals

or

other

situations

we

consider

relatively

risky.

In

addition,

it

is

our

practice

to

hedge

the

Fund’s

currency

exposure

when

we

deem

it

advantageous

for

our

shareholders.

Q.

What

were

the

overall

market

conditions

during

the

Fund’s

reporting

period?

A.

Although

the

market

globally

rose

in

2023,

value

stocks

underperformed

their

growth

counterparts

and

overall

returns

were

generally

concentrated

in

a

handful

of

large

U.S.

technology

companies.

The

economic

environment

was

largely

positive

for

equities.

Interest

rates

climbed

in

2023,

but

the

move

higher

was

less

pronounced

than

it

was

in

2022.

Oil

prices

finished

the

year

just

below

where

they

began

it,

inflationary

pressures

moderated,

and

unemployment

remained

low.

Higher

bond

yields

had

a

negative

impact

on

certain

value

sectors,

like

consumer

staples,

over

the

course

of

the

year.

Markets

were

anticipating

a

recession

coming

into

2023

following

2022’s

rate

hikes,

but

the

global

economy

has

so

far

managed

to

avoid

a

significant

slowdown

and

the

U.S.

Federal

Reserve

(Fed),

European

Central

Bank

and

Bank

of

England

all

appear

likely

to

hold

interest

rates

steady

for

now.

Chinese

growth

remains

a

concern

as

the

country’s

real

estate

industry

weakens

and

its

relations

with

the

U.S.

remain

tense.

We

believe

our

focus

on

seeking

out

stocks

trading

below

our

view

of

their

fundamental

value,

regardless

of

benchmark

or

style-categorization,

and

with

a

clearly

defined

catalyst

to

help

realize

that

value

over

time

was

a

benefit

during

the

year.

Q.

How

did

we

respond

to

these

changing

market

conditions?

A.

While

keeping

the

Fund

quite

fully

invested,

we

used

price

dispersion

which

was

present

in

different

areas

of

the

market

at

different

points

in

time

to

find

opportunities

across

various

industries.

We

were

active

in

adding

new

positions

in

high-quality

companies

that

were

trading

at

what

we

Geographic

Composition

12/31/23

%

of

Total

Net

Assets

United

States

54.9%

Germany

8.0%

France

7.3%

Japan

6.8%

United

Kingdom

4.8%

Netherlands

4.5%

Switzerland

3.9%

Ireland

2.3%

South

Korea

2.0%

Singapore

1.7%

Australia

1.7%

Other

*

0.0%

Short-Term

Investments

&

Other

Net

Assets

2.1%

*

Rounds

to

less

than

0.1%.

Franklin

Mutual

Global

Discovery

Fund

18

franklintempleton.com

Annual

Report

viewed

as

attractive

valuations.

Within

the

financials

sector,

for

instance,

we

exited

two

positions

in

European

banks

that

had

performed

relatively

well

for

the

Fund,

Spain-based

CaixaBank

and

Netherlands-based

ING

Groep,

and

shifted

into

higher

quality

banks

like

PNC

Financial

Services

in

the

U.S.,

BNP

Paribas

in

France

and

DBS

Group

Holdings

in

Singapore.

We

also

added

positions

in

U.S.

shipping

firm

United

Parcel

Service,

building

products

distributor

Ferguson,

Swiss

luxury

goods

company

Richemont

and

consumer

health

firm

Kenvue.

We

believe

all

are

higher

quality

names

trading

at

appealing

valuations.

Many

of

the

disposals

during

the

year

were

in

merger

arbitrage

deals

that

didn’t

pan

out,

such

as

First

Horizon.

We

also

sold

companies

that

struggled

with

turning

around

their

businesses

and

the

catalysts

that

we

had

originally

anticipated

never

materialized.

Examples

included

Western

Digital,

a

U.S.-based

disk

drive

maker,

and

Wells

Fargo,

a

U.S.-based

bank.

Performance

Overview

The

Fund’s

Class

Z

shares

posted

a

+20.58%

cumulative

total

return

for

the

12

months

ended

December

31,

2023.

In

comparison,

the

Fund’s

benchmark,

the

MSCI

World

Value

Index-NR

(USD),

which

measures

the

performance

of

stocks

exhibiting

overall

value

style

characteristics

in

global

developed

markets,

posted

a

+11.51%

cumulative

total

return.

1

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

20

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236.

Q.

What

were

the

leading

contributors

to

performance?

A.

Social

media

platform

Meta

Platforms

was

a

significant

relative

contributor.

After

it

announced

significant

cost

cuts

in

2022,

the

stock

responded

positively

and

subsequent

earnings

reports

were

strong

as

Meta

delivered

on

most

key

metrics

investors

cared

about,

including

better

engagement,

better

monetization

of

engagement,

revenue

acceleration,

and

operating

expense

discipline.

Japan-based

semiconductor

firm

Renesas

Electronics

benefited

from

strong

earnings

during

the

year

amid

solid

demand

from

Japanese

auto

customers

despite

weakness

elsewhere

in

the

business.

Overall,

we

believe

Renesas

can

emerge

from

the

current

downturn

in

a

stronger

position,

and

it

is

lowering

lead

times,

working

with

customers

on

inventory,

trying

to

integrate

Wi-Fi

and

Bluetooth

into

more

products

and

improving

working

capital

management.

U.S.

homebuilder

DR

Horton

contributed

to

relative

performance

following

a

series

of

strong

earnings

reports.

The

company’s

margins

have

remained

resilient

despite

a

higher

mortgage

rate

environment.

Cycle

times

continue

to

recover,

as

labor

and

material

availability

improve.

DR

Horton

also

provided

strong

fiscal

2024

guidance

on

an

expected

increase

in

home

closings.

Q.

What

were

the

leading

detractors

from

performance?

A.

U.K.-based

tobacco

company

British

American

Tobacco

(BAT)

detracted

from

relative

results.

The

stock

struggled

in

the

quarter

and

over

the

course

of

2023

amid

fears

about

increased

U.S.

regulatory

risks,

particularly

surrounding

menthol

cigarettes.

A

federal

ban

could

reduce

earnings.

Additionally,

BAT’s

new

chief

executive

lowered

the

company’s

earnings

guidance

for

2024

and

2025

as

it

invests

more

in

“heat

not

burn”

products

and

in

the

U.S.

to

bolster

its

position.

As

a

result,

BAT

does

not

expect

to

return

to

mid-single

digit

growth

until

2026.

We

believe

that

given

the

regulatory

uncertainty

in

the

U.S.,

challenges

with

new

product

categories

and

current

challenges

related

Top

10

Industries

12/31/23

%

of

Total

Net

Assets

a

Health

Care

Providers

&

Services

7.4%

Banks

7.1%

Pharmaceuticals

6.7%

Financial

Services

6.0%

Oil,

Gas

&

Consumable

Fuels

5.7%

Trading

Companies

&

Distributors

4.1%

Food

Products

3.8%

Insurance

3.6%

Personal

Care

Products

3.5%

Diversified

Telecommunication

Services

2.5%

1.

Source:

Morningstar.

The

index

is

unmanaged

and

includes

reinvestment

of

any

income

or

distributions.

It

does

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

Net

Return

(NR)

reflects

no

deduction

for

fees,

expenses

or

taxes

but

are

net

of

dividend

tax

withholding.

Important

data

provider

notices

and

terms

available

at

www.franklintempletondatasources.com.

The

dollar

value,

number

of

shares

or

principal

amount,

and

names

of

all

portfolio

holdings

are

listed

in

the

Fund’s

Schedule

of

Investments

(SOI).

The

SOI

begins

on

page

65

.

Franklin

Mutual

Global

Discovery

Fund

19

franklintempleton.com

Annual

Report

to

ESG

investing,

the

stock

may

continue

to

face

near-

term

headwinds.

U.S.-based

insurance

firm

Willis

Towers

Watson

was

a

notable

detractor.

We

exited

the

position

as

the

company

had

not

gained

any

traction

on

two

of

the

three

legs

of

our

investment

thesis-organic

growth,

margin

expansion,

and

free

cash

flow

improvement.

While

organic

growth

improved

following

significant

hiring,

margin

expansion

has

been

fleeting

and

the

company’s

free

cash

flow

continues

to

come

under

pressure

from

restructuring

charges.

U.S.-pharmacy

and

health

care

services

firm

CVS

Health

detracted

from

relative

results.

Stock

weakness

was

due

to

concerns

about

potential

regulation

on

pharmacy

benefits

managers.

Also,

CVS

experienced

higher-than-

expected

medical

cost

for

its

Medicare

Advantage

business.

We

like

CVS

because

we

view

its

valuation

as

too

low,

and

the

market

has

not

given

the

company

enough

credit

for

its

future

growth

prospects.

CVS

targeted

at

least

6%

earnings

per

share

(EPS)

growth

at

its

December

2023

Investor

Day.

It

expects

EPS

growth

will

be

even

higher

in

2025

due

to

improved

Medicare

Advantage

star

ratings.

Achieving

these

results

will

likely

help

improve

its

valuation,

in

our

view.

Subsequent

to

period-end,

effective

February

29,

2024,

Katrina

Dudley,

SVP

Investment

Strategist,

Portfolio

Manager

and

Research

Analyst

for

Mutual

Series

will

relinquish

her

portfolio

management

responsibilities

for

the

Franklin

Mutual

Global

Discovery

Fund

and

the

Franklin

Mutual

International

Value

Fund

as

she

will

be

assuming

a

new

role

within

the

company.

Thank

you

for

your

participation

in

Franklin

Mutual

Global

Discovery

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Christian

Correa,

CFA

Katrina

Dudley,

CFA

Timothy

Rankin,

CFA

Portfolio

Management

Team

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

December

31,

2023,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Top

10

Holdings

12/31/23

Company

Industry,

Country

%

of

Total

Net

Assets

a

a

Deutsche

Telekom

AG

2.5%

Diversified

Telecommunication

Services,

Germany

Shell

plc

2.5%

Oil,

Gas

&

Consumable

Fuels,

Netherlands

Global

Payments,

Inc.

2.3%

Financial

Services,

United

States

Medtronic

plc

2.3%

Health

Care

Equipment

&

Supplies,

United

States

CVS

Health

Corp.

2.3%

Health

Care

Providers

&

Services,

United

States

AerCap

Holdings

NV

2.3%

Trading

Companies

&

Distributors,

Ireland

Novartis

AG

2.3%

Pharmaceuticals,

Switzerland

BNP

Paribas

SA

2.1%

Banks,

France

Siemens

AG

2.1%

Industrial

Conglomerates,

Germany

Elevance

Health,

Inc.

2.1%

Health

Care

Providers

&

Services,

United

States

Performance

Summary

as

of

December

31,

2023

Franklin

Mutual

Global

Discovery

Fund

20

franklintempleton.com

Annual

Report

The

performance

table

and

graphs

do

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses

of

each

class.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

12/31/23

1

Cumulative

total

return

excludes

sales

charges.

Average

annual

total

return

includes

maximum

sales

charges.

Sales

charges

will

vary

depending

on

the

size

of

the

investment

and

the

class

of

share

purchased.

The

maximum

is

5.50%

and

the

minimum

is

0%.

Class

A:

5.50%

maximum

initial

sales

charge;

For

other

share

classes,

visit

franklintempleton.com.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

Z

1-Year

+20.58%

4

+20.58%

4

5-Year

+63.92%

+10.39%

10-Year

+84.54%

+6.32%

A

5

1-Year

+20.27%

4

+13.64%

5-Year

+61.86%

+8.87%

10-Year

+79.80%

+5.45%

See

page

22

for

Performance

Summary

footnotes.

Franklin

Mutual

Global

Discovery

Fund

Performance

Summary

21

franklintempleton.com

Annual

Report

See

page

22

for

Performance

Summary

footnotes.

Total

Return

Index

Comparison

for

a

Hypothetical

$10,000

Investment

1

Total

return

represents

the

change

in

value

of

an

investment

over

the

periods

shown.

It

includes

any

applicable

maximum

sales

charge,

Fund

expenses,

account

fees

and

reinvested

distributions.

The

unmanaged

index

includes

reinvestment

of

any

income

or

distributions.

It

differs

from

the

Fund

in

composition

and

does

not

pay

management

fees

or

expenses.

One

cannot

invest

directly

in

an

index.

Class

Z

(12/31/13–12/31/23)

Class

A

(12/31/13–12/31/23)

Franklin

Mutual

Global

Discovery

Fund

Performance

Summary

22

franklintempleton.com

Annual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

All

investments

involve

risks,

including

possible

loss

of

principal.

The

investment

style

may

become

out

of

favor,

which

may

have

a

negative

impact

on

performance.

International

investments

are

subject

to

special

risks,

including

currency

fluctuations

and

social,

economic

and

political

uncertainties,

which

could

increase

volatility.

These

risks

are

magnified

in

emerging

markets.

To

the

extent

the

portfolio

invests

in

a

concentration

of

certain

securities,

regions

or

industries,

it

is

subject

to

increased

vola-

tility.

Small-

and

mid-cap

stocks

involve

greater

risks

and

volatility

than

large-cap

stocks.

Investments

in

companies

engaged

in

mergers,

reorganizations

or

liquidations

also

involve

special

risks

as

pending

deals

may

not

be

completed

on

time

or

on

favorable

terms.

Low-rated,

high-yield

bonds

are

subject

to

greater

price

volatility,

illiquidity

and

possibility

of

default.

The

manager

may

consider

environmental,

social

and

governance

(ESG)

criteria

in

the

research

or

investment

process;

however,

ESG

consid-

erations

may

not

be

a

determinative

factor

in

security

selection.

In

addition,

the

manager

may

not

assess

every

investment

for

ESG

criteria,

and

not

every

ESG

factor

may

be

identified

or

evaluated.

These

and

other

risks

are

discussed

in

the

Fund’s

prospectus.

1.

Gross

expenses

are

the

Fund’s

total

annual

operating

expenses

as

of

the

Fund’s

prospectus

available

at

the

time

of

publication.

Net

expenses

are

capped

under

a

contractual

agreement,

which

cannot

be

terminated

prior

to

4/30/24

without

Board

consent.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

4.

Total

return

information

is

based

on

net

asset

values

calculated

for

shareholder

transactions.

Certain

adjustments

were

made

to

the

net

assets

of

the

Fund

at

12/31/22

for

financial

reporting

purposes.

Accordingly,

adjusted

total

returns

have

been

disclosed

in

the

Financial

Highlights

and

differ

from

those

reported

here.

5.

Prior

to

9/10/18,

these

shares

were

offered

at

a

higher

initial

sales

charge

of

5.75%,

thus

actual

returns

(with

sales

charges)

would

have

differed.

Average

annual

total

returns

(with

sales

charges)

have

been

restated

to

reflect

the

current

maximum

initial

sales

charge

of

5.50%.

6.

Source:

FactSet.

MSCI

World

Value

Index-NR

(USD)

is

a

free

float-adjusted,

market

capitalization-weighted

index

designed

to

measure

the

performance

of

stocks

exhibiting

overall

value

style

characteristics

in

global

developed

markets.

Net

Return

(NR)

reflects

no

deduction

for

fees,

expenses

or

taxes

but

are

net

of

dividend

tax

withholding.

7.

Figures

are

as

stated

in

the

Fund’s

current

prospectus

and

may

differ

from

the

expense

ratios

disclosed

in

the

Your

Fund’s

Expenses

and

Financial

Highlights

sections

in

this

report.

In

periods

of

market

volatility,

assets

may

decline

significantly,

causing

total

annual

Fund

operating

expenses

to

become

higher

than

the

figures

shown.

Important

data

provider

notices

and

terms

available

at

www.franklintempletondatasources.com.

Distributions

(1/1/23–12/31/23)

Share

Class

Net

Investment

Income

Short-Term

Capital

Gain

Long-Term

Capital

Gain

Total

Z

$0.4935

$0.7016

$0.9801

$2.1752

A

$0.4189

$0.7016

$0.9801

$2.1006

C

$0.1329

$0.7016

$0.9801

$1.8146

R

$0.3431

$0.7016

$0.9801

$2.0248

R6

$0.5171

$0.7016

$0.9801

$2.1988

Total

Annual

Operating

Expenses

7

Share

Class

Z

0.95%

A

1.20%

Your

Fund’s

Expenses

Franklin

Mutual

Global

Discovery

Fund

23

franklintempleton.com

Annual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

ongoing

Fund

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

Fund

expenses.

All

mutual

funds

have

ongoing

costs,

sometimes

referred

to

as

operating

expenses.

The

table

below

shows

ongoing

costs

of

investing

in

the

Fund

and

can

help

you

understand

these

costs

and

compare

them

with

those

of

other

mutual

funds.

The

table

assumes

a

$1,000

investment

held

for

the

six

months

indicated.

Actual

Fund

Expenses

The

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

You

can

estimate

the

expenses

you

paid

during

the

period

by

following

these

steps

(

of

course,

your

account

value

and

expenses

will

differ

from

those

in

this

illustration

):

Divide

your

account

value

by

$1,000

(

if

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=

$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

184/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

7/1/23

Ending

Account

Value

12/31/23

Expenses

Paid

During

Period

7/1/23–12/31/23

1,2

Ending

Account

Value

12/31/23

Expenses

Paid

During

Period

7/1/23–12/31/23

1,2

a

Net

Annualized

Expense

Ratio

2

Z

$1,000

$1,085.57

$5.02

$1,020.40

$4.86

0.95%

A

$1,000

$1,084.10

$6.33

$1,019.14

$6.13

1.20%

C

$1,000

$1,080.10

$10.24

$1,015.36

$9.92

1.95%

R

$1,000

$1,082.60

$7.63

$1,017.88

$7.39

1.45%

R6

$1,000

$1,086.10

$4.63

$1,020.76

$4.49

0.88%

24

franklintempleton.com

Annual

Report

Franklin

Mutual

International

Value

Fund

Formerly,

Franklin

Mutual

European

Fund

Effective

May

1,

2023,

Franklin

Mutual

European

Fund

changed

its

name

to

Franklin

Mutual

International

Value

Fund.

The

Fund

also

changed

its

primary

benchmark,

investment

strategy,

and

lowered

its

management

fee

and

expenses.

Fund

Overview

Q.

What

is

the

Fund’s

investment

strategy?

A.

The

Fund

seeks

capital

appreciation,

which

may

occasionally

be

short

term.

Its

secondary

goal

is

income.

Under

normal

market

conditions,

the

Fund

invests

at

least

80%

of

its

net

assets

in

securities

of

issuers

outside

the

U.S.

We

follow

a

distinctive

value

investment

approach

that

combines

investments

in

what

we

believe

are

undervalued

common

stocks

with,

to

a

lesser

extent,

stressed

or

distressed

company

debt

investing

and

merger

arbitrage.

Our

style

aims

to

provide

our

shareholders

with

superior

risk-adjusted

results

over

time.

We

employ

rigorous,

fundamental

analysis

to

find

compelling

situations.

In

our

opinion,

successful

investing

is

as

much

about

assessing

risk

and

containing

losses

as

it

is

about

achieving

profits.

In

choosing

investments,

we

look

at

the

market

price

of

an

individual

company’s

securities

relative

to

our

evaluation

of

its

fundamental

value

based

on

factors

including

book

value,

cash

flow

generation,

long-term

earnings

potential

and

earnings

multiples.

The

Fund

may

invest

up

to

25%

of

its

net

assets

in

securities

from

emerging

markets.

In

addition,

the

Fund

currently

invests

the

equity

portion

of

its

portfolio

primarily

to

predominantly

in

mid-

and

large-cap

companies,

with

the

remaining

portion

of

its

equity

portfolio

in

smaller

companies.

We

may

invest

in

bankrupt

or

stressed

or

distressed

companies

if

we

believe

the

market

overreacted

to

adverse

developments

or

failed

to

appreciate

positive

changes,

including

restructuring.

The

Fund

may

also,

from

time

to

time,

attempt

to

hedge

currency

exposure

and

hedge

against

market

risk

using

a

variety

of

derivatives

when

we

deem

it

advantageous

to

the

Fund.

Q.

What

were

the

overall

market

conditions

during

the

Fund’s

reporting

period?

A.

Equity

markets

ended

2023

how

they

began

with

strong

performance

and

investors

optimistic

that

central

banks

might

conclude

their

rate

hiking

campaigns.

However,

markets

fluctuated

throughout

the

year,

reflecting

both

thematic

and

idiosyncratic

activity.

From

a

thematic

perspective,

rising

interest

rates,

which

contributed

to

financial

sector

difficulty

in

March

2023,

roiled

equity

markets.

Rates

rose

much

of

the

year,

though

at

a

slower

pace

than

in

2022.

Higher

bond

yields

had

a

negative

impact

on

certain

bond-proxy

value

sectors.

Central

banks

paused

rate

increases

towards

the

end

of

2023.

Weak

demand

and

real

estate

sector

difficulties

in

China,

which

affected

Asian

and

European

businesses,

also

influenced

markets,

particularly

value

sector

industries

such

as

building

materials

and

metals

and

mining.

Continued

inflationary

pressure,

the

strength

of

which

began

to

decrease

in

late

2023,

also

periodically

weighed

on

investor

sentiment,

as

did

concerns

over

office

occupancy

and

leasing,

which

affected

the

real

estate

sector.

Conversely,

pockets

of

positive

employment

and

consumer

spending

data,

many

stronger-than-expected

earnings

reports,

as

well

as

the

rebirth

of

inflation

and

anticipation

of

meaningful

regulatory

shifts

in

Japan,

contributed

to

upward

non-U.S.

market

movement.

Non-U.S.

markets

generally

rose

in

2023,

with

value

stocks

marginally

outperforming

their

growth

counterparts.

This

outcome

was

vastly

different

than

in

the

U.S.,

where

positive

returns

were

generally

concentrated

in

a

handful

of

large

U.S.

technology

companies.

If

inflationary

pressure

continues

to

abate,

an

employed

consumer

continues

to

spend,

and

bond

yields

fall

and

remain

below

previous

highs,

we

may

see

flows

back

into

bond-proxy

sectors

which

could

further

support

value

performance,

in

our

opinion.

Q.

How

did

we

respond

to

these

changing

market

conditions?

A.

We

think

investor

fear

of

slowing

global

economic

growth

caused

price

dispersion

in

several

areas

of

the

market

throughout

the

year.

We

used

this

dislocation

to

find

opportunities

across

various

industries.

We

think

investing

in

companies

that

are

trading

at

a

discount

compared

to

their

Geographic

Composition

12/31/23

%

of

Total

Net

Assets

Japan

20.6%

Netherlands

16.1%

Germany

13.6%

France

9.9%

United

Kingdom

8.1%

Switzerland

5.3%

United

States

4.3%

Australia

3.5%

South

Korea

3.4%

Singapore

3.0%

Italy

2.9%

Ireland

2.4%

Norway

2.1%

China

1.4%

Israel

1.0%

Short-Term

Investments

&

Other

Net

Assets

2.4%

Franklin

Mutual

International

Value

Fund

25

franklintempleton.com

Annual

Report

fundamental

value

may

provide

an

amplified

opportunity

for

stock

price

appreciation

once

sentiment

improves.

In

addition,

choosing

companies

with

a

clearly

defined

catalyst

to

help

realize

that

value

over

time

was

a

benefit

during

the

year,

as

was

being

able

to

determine

where

not

to

invest.

Performance

Overview

The

Fund’s

Class

Z

shares

posted

a

+16.71%

cumulative

total

return

for

the

12

months

ended

December

31,

2023.

For

comparison,

the

Fund’s

new

primary

benchmark,

the

MSCI

EAFE

Value

Index-NR

(Unhedged),

which

measures

the

performance

of

large

and

mid-cap

stocks

exhibiting

overall

value

style

characteristics

across

developed

market

countries

around

the

world,

excluding

the

U.S.

and

Canada,

posted

a

+18.95%

cumulative

total

return,

1

while

its

prior

primary

benchmark,

the

MSCI

Europe

Value

Index-NR

(Local

Currency),

which

measures

the

performance

of

stocks

exhibiting

overall

value

style

characteristics

in

European

developed

markets,

posted

a

+14.21%

cumulative

total

return.

2

The

Fund’s

prior

secondary

benchmark,

the

MSCI

Europe

Value

Index-NR

(USD),

posted

a

+19.65%

cumulative

total

return.

2

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

27

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236.

Q.

What

were

the

leading

contributors

to

performance?

A.

Italian

bank

UniCredit

contributed

to

relative

results,

after

strong

earnings

results.

Higher

interest

rates

in

Europe

have

had

a

positive

impact

on

net

interest

income,

fees

have

climbed,

and

the

bank

has

been

able

to

control

costs

through

headcount

reductions

and

operating

efficiencies.

Credit

has

also

been

strong,

and

UniCredit

has

been

able

to

generate

capital

that

it

is

returning

to

shareholders.

The

bank

also

increased

its

full-year

net

interest

income

guidance

and

sees

2024

operating

income

matching

2023

levels.

German

chemicals

company

Covestro

was

a

contributor

in

2023,

after

Abu

Dhabi

National

Oil

Company

(ADNOC)

approached

the

company

about

a

potential

offer

to

buy

the

company,

and

Covestro

eventually

agreed

to

enter

open-ended

discussions

with

ADNOC.

Japan-based

semiconductor

firm

Renesas

Electronics

benefited

from

strong

earnings

during

the

year

amid

solid

demand

from

Japanese

auto

customers

despite

weakness

elsewhere

in

the

business.

Overall,

we

believe

Renesas

can

emerge

from

the

current

downturn

in

a

stronger

position,

and

it

is

lowering

lead

times,

working

with

customers

on

inventory,

trying

to

integrate

Wi-Fi

and

Bluetooth

into

more

products

and

improving

working

capital

management.

Q.

What

were

the

leading

detractors

from

performance?

A.

France-based

transportation

services

firm

Alstom

detracted

from

relative

performance.

The

company

announced

that

cash

flow

for

the

full

year

would

be

negative

after

previously

guiding

to

significantly

positive

free

cash

flow.

They

blamed

a

buildup

in

inventory,

contract

delays

in

the

U.K.

and

lower

down

payments

due

to

a

slippage

in

the

order

book.

Direct

Line

Insurance

Group

was

a

detractor.

The

U.K.-based

insurer

preannounced

disappointing

earnings

and

suspended

the

final

dividend

of

2022

early

in

the

year.

A

combination

of

high

weather

losses

and

third-

party

claims,

coupled

with

increased

inflation,

resulted

in

higher

loss

expenses

for

Direct

Line.

As

a

result

of

these

operational

stresses,

the

board

made

the

decision

to

remove

the

chief

executive

officer.

ASR

Nederland,

a

Dutch

insurer,

Top

10

Industries

12/31/23

%

of

Total

Net

Assets

a

Banks

12.6%

Oil,

Gas

&

Consumable

Fuels

7.2%

Diversified

Telecommunication

Services

6.7%

Metals

&

Mining

5.6%

Pharmaceuticals

5.5%

Insurance

5.4%

Aerospace

&

Defense

4.2%

Automobile

Components

3.9%

Beverages

3.6%

Technology

Hardware,

Storage

&

Peripherals

3.4%

1.

Source:

FactSet.

2.

Source:

Morningstar.

The

indexes

are

unmanaged

and

include

reinvestment

of

any

income

or

distributions.

They

do

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

Net

Return

(NR)

reflects

no

deduction

for

fees,

expenses

or

taxes

but

are

net

of

dividend

tax

withholding.

Important

data

provider

notices

and

terms

available

at

www.franklintempletondatasources.com.

The

dollar

value,

number

of

shares

or

principal

amount,

and

names

of

all

portfolio

holdings

are

listed

in

the

Fund’s

Schedule

of

Investments

(SOI).

The

SOI

begins

on

page

75

.

Franklin

Mutual

International

Value

Fund

26

franklintempleton.com

Annual

Report

detracted

from

relative

results

over

the

12-month

period.

Nonetheless,

the

company

has

seen

positive

trends

in

both

its

life

and

non-life

insurance

businesses

in

recent

quarters,

and

organic

capital

generation

has

been

strong,

driven

by

higher

rates.

We

expect

that

the

synergies

and

capital

benefits

from

the

Aegon

acquisition

will

start

to

come

through

by

the

end

of

2023.

Furthermore,

it

announced

a

universal

settlement

regarding

the

sale

of

unit-linked

life

policies

that

will

end

all

current

litigation

and

remove

any

overhang.

ASR

will

set

aside

€250

million

to

settle

all

claims.

The

deal

is

not

expected

to

have

an

impact

on

the

company’s

capital

management

or

dividend

policy.

Q.

Were

there

any

significant

changes

to

the

Fund

during

the

reporting

period?

A.

During

the

period,

we

transitioned

the

Fund

to

an

international

Fund.

In

preparation,

we

had

been

reviewing

potential

new

names

outside

of

Europe

for

addition

to

the

Fund

and

thinking

through

implications

for

the

broader

portfolio.

We

are

now

able

to

execute

on

a

wider

opportunity

set.

As

part

of

this

transition,

we

have

added

significant

exposure

to

the

Japanese

market.

In

addition,

repositioning

the

Fund

affords

us

more

options

in

the

technology

space.

Previously,

we

had

looked

in

Europe

for

these

opportunities.

Now,

we

can

invest

in

companies

across

a

wider

geographic

region,

particularly

Asia

where

there

is

a

larger

concentration

of

technology

companies.

In

addition,

throughout

the

year

we

reduced

or

exited

positions

that

have

done

well

and

built-up

exposure

to

areas

where

the

Fund

lacked

exposure.

As

previously

mentioned,

we

added

to

our

exposure

in

Asia

and

Japan

and

reduced

the

number

of

companies

with

high

levels

of

leverage.

Within

Asia,

we

added

a

position

in

Japan-based

retailer

Seven

&

I,

South

Korea-based

chipmaker

Samsung

Electronics

and

Singapore-based

bank

DBS

Group

Holdings.

Effective

May

1,

2023,

Timothy

Rankin

was

added

as

a

Portfolio

Manager

of

the

Fund.

Subsequent

to

period-end,

effective

February

29,

2024,

Katrina

Dudley,

SVP

Investment

Strategist,

Portfolio

Manager

and

Research

Analyst

for

Mutual

Series

will

relinquish

her

portfolio

management

responsibilities

for

the

Franklin

Mutual

Global

Discovery

Fund

and

the

Franklin

Mutual

International

Value

Fund

as

she

will

be

assuming

a

new

role

within

the

company.

Thank

you

for

your

participation

in

Franklin

Mutual

International

Value

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Mandana

Hormozi

Co-Lead

Portfolio

Manager

Todd

Ostrow

Co-Lead

Portfolio

Manager

Katrina

Dudley,

CFA

Timothy

Rankin,

CFA

Portfolio

Managers

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

December

31,

2023,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Top

10

Holdings

12/31/23

Company

Industry,

Country

%

of

Total

Net

Assets

a

a

Shell

plc

4.0%

Oil,

Gas

&

Consumable

Fuels,

Netherlands

Rio

Tinto

plc

3.5%

Metals

&

Mining,

Australia

BNP

Paribas

SA

3.4%

Banks,

France

Samsung

Electronics

Co.

Ltd.

3.4%

Technology

Hardware,

Storage

&

Peripherals,

South

Korea

Novartis

AG

3.2%

Pharmaceuticals,

Switzerland

BP

plc

3.1%

Oil,

Gas

&

Consumable

Fuels,

United

Kingdom

DBS

Group

Holdings

Ltd.

3.0%

Banks,

Singapore

Siemens

AG

3.0%

Industrial

Conglomerates,

Germany

Seven

&

i

Holdings

Co.

Ltd.

2.9%

Consumer

Staples

Distribution

&

Retail,

Japan

NN

Group

NV

2.9%

Insurance,

Netherlands

Performance

Summary

as

of

December

31,

2023

Franklin

Mutual

International

Value

Fund

27

franklintempleton.com

Annual

Report

The

performance

table

and

graphs

do

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses

of

each

class.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

12/31/23

1

Cumulative

total

return

excludes

sales

charges.

Average

annual

total

return

includes

maximum

sales

charges.

Sales

charges

will

vary

depending

on

the

size

of

the

investment

and

the

class

of

share

purchased.

The

maximum

is

5.50%

and

the

minimum

is

0%.

Class

A:

5.50%

maximum

initial

sales

charge;

For

other

share

classes,

visit

franklintempleton.com

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

Z

1-Year

+16.71%

4

+16.71%

4

5-Year

+54.81%

+9.13%

10-Year

+50.63%

+4.18%

A

5

1-Year

+16.45%

4

+10.07%

5-Year

+52.87%

+7.63%

10-Year

+46.79%

+3.33%

See

page

29

for

Performance

Summary

footnotes.

Franklin

Mutual

International

Value

Fund

Performance

Summary

28

franklintempleton.com

Annual

Report

See

page

29

for

Performance

Summary

footnotes.

Total

Return

Index

Comparison

for

a

Hypothetical

$10,000

Investment

1

Total

return

represents

the

change

in

value

of

an

investment

over

the

periods

shown.

It

includes

any

applicable

maximum

sales

charge,

Fund

expenses,

account

fees

and

reinvested

distributions.

The

unmanaged

indexes

include

reinvestment

of

any

income

or

distributions.

They

differ

from

the

Fund

in

composition

and

do

not

pay

management

fees

or

expenses.

One

cannot

invest

directly

in

an

index.

Class

Z

(

12/31/13–12/31/23)

Class

A

(12/31/13–12/31/23)

Franklin

Mutual

International

Value

Fund

Performance

Summary

29

franklintempleton.com

Annual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

All

investments

involve

risks,

including

possible

loss

of

principal.

The

investment

style

may

become

out

of

favor,

which

may

have

a

negative

impact

on

performance.

International

investments

are

subject

to

special

risks,

including

currency

fluctuations

and

social,

economic

and

political

uncertainties,

which

could

increase

volatility.

These

risks

are

magnified

in

emerging

markets.

To

the

extent

the

Fund

invests

in

companies

in

a

specific

country

or

region,

the

Fund

may

experience

greater

volatility

than

a

fund

that

is

more

broadly

diversified

geographically.

Small-

and

mid-cap

stocks

involve

greater

risks

and

volatility

than

large-cap

stocks.

Investments

in

companies

engaged

in

mergers,

reorganizations

or

liquidations

also

involve

special

risks

as

pending

deals

may

not

be

completed

on

time

or

on

favorable

terms.

The

manager

may

consider

environmental,

social

and

governance

(ESG)

criteria

in

the

research

or

investment

process;

however,

ESG

considerations

may

not

be

a

determinative

factor

in

security

selection.

In

addition,

the

manager

may

not

assess

every

investment

for

ESG

criteria,

and

not

every

ESG

factor

may

be

identified

or

evaluated.

These

and

other

risks

are

discussed

in

the

Fund’s

prospectus.

1.

Gross

expenses

are

the

Fund’s

total

annual

operating

expenses

as

of

the

Fund's

prospectus

available

at

the

time

of

publication.

Net

expenses

are

capped

under

a

contractual

agreement,

which

cannot

be

terminated

prior

to

4/30/24

without

Board

consent.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

4.

Total

return

information

is

based

on

net

asset

values

calculated

for

shareholder

transactions.

Certain

adjustments

were

made

to

the

net

assets

of

the

Fund

at

12/31/22

for

financial

reporting

purposes.

Accordingly,

adjusted

total

returns

have

been

disclosed

in

the

Financial

Highlights

and

differ

from

those

reported

here.

5.

Prior

to

9/10/18,

these

shares

were

offered

at

a

higher

initial

sales

charge

of

5.75%,

thus

actual

returns

(with

sales

charges)

would

have

differed.

Average

annual

total

returns

(with

sales

charges)

have

been

restated

to

reflect

the

current

maximum

initial

sales

charge

of

5.50%.

6.

Source:

FactSet.

The

MSCI

EAFE

Value

Index-NR

(Unhedged)

captures

large

and

mid

cap

securities

exhibiting

overall

value

style

characteristics

across

developed

market

countries

around

the

world,

excluding

the

U.S.

and

Canada.

The

value

investment

style

characteristics

for

index

construction

are

defined

using

three

variables:

book

value

to

price,

12-month

forward

earnings

to

price

and

dividend

yield.

The

MSCI

Europe

Value

Index-NR

(Local

Currency

and

USD)

is

a

market

capitalization-weighted

index

designed

to

measure

the

performance

of

stocks

exhibiting

overall

value

style

characteristics

in

European

developed

markets.

Net

Return

(NR)

reflects

no

deduction

for

fees,

expenses

or

taxes

but

are

net

of

dividend

tax

withholding.

7.

Figures

are

as

stated

in

the

Fund’s

current

prospectus

and

may

differ

from

the

expense

ratios

disclosed

in

the

Your

Fund’s

Expenses

and

Financial

Highlights

sections

in

this

report.

In

periods

of

market

volatility,

assets

may

decline

significantly,

causing

total

annual

Fund

operating

expenses

to

become

higher

than

the

figures

shown.

Important

data

provider

notices

and

terms

available

at

www.franklintempletondatasources.com.

Distributions

(1/1/23–12/31/23)

Share

Class

Net

Investment

Income

Z

$0.5393

A

$0.4844

C

$0.2575

R

$0.4190

R6

$0.5443

Total

Annual

Operating

Expenses

7

Share

Class

Z

0.92%

A

1.17%

Your

Fund’s

Expenses

Franklin

Mutual

International

Value

Fund

30

franklintempleton.com

Annual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

ongoing

Fund

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

Fund

expenses.

All

mutual

funds

have

ongoing

costs,

sometimes

referred

to

as

operating

expenses.

The

table

below

shows

ongoing

costs

of

investing

in

the

Fund

and

can

help

you

understand

these

costs

and

compare

them

with

those

of

other

mutual

funds.

The

table

assumes

a

$1,000

investment

held

for

the

six

months

indicated.

Actual

Fund

Expenses

The

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

You

can

estimate

the

expenses

you

paid

during

the

period

by

following

these

steps

(

of

course,

your

account

value

and

expenses

will

differ

from

those

in

this

illustration

):

Divide

your

account

value

by

$1,000

(

if

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=

$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

184/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

7/1/23

Ending

Account

Value

12/31/23

Expenses

Paid

During

Period

7/1/23–12/31/23

1,2

Ending

Account

Value

12/31/23

Expenses

Paid

During

Period

7/1/23–12/31/23

1,2

a

Net

Annualized

Expense

Ratio

2

Z

$1,000

$1,055.69

$4.82

$1,020.51

$4.74

0.93%

A

$1,000

$1,054.60

$6.11

$1,019.26

$6.01

1.18%

C

$1,000

$1,050.50

$9.97

$1,015.48

$9.80

1.93%

R

$1,000

$1,053.00

$7.41

$1,017.99

$7.28

1.43%

R6

$1,000

$1,056.40

$4.44

$1,020.89

$4.36

0.86%

31

franklintempleton.com

Annual

Report

Franklin

Mutual

Quest

Fund

Fund

Overview

Q.

What

is

the

Fund’s

investment

strategy?

A.

The

Fund

seeks

capital

appreciation,

which

may

occasionally

be

short

term.

The

secondary

goal

is

income.

At

Franklin

Mutual

Series,

we

are

committed

to

our

distinctive

value

approach

to

investing,

which

we

believe

can

generate

above-average

risk-adjusted

returns

over

time

for

our

shareholders.

Our

major

investment

strategy

is

investing

in

undervalued

stocks.

When

selecting

undervalued

equities,

we

are

attracted

to

what

we

believe

are

fundamentally

strong

companies

with

healthy

balance

sheets,

high-quality

assets,

substantial

free

cash

flow

and

shareholder-oriented

management

teams

and

whose

stocks

are

trading

at

discounts

to

our

assessment

of

the

companies’

intrinsic

or

business

value.

We

also

look

for

asset-rich

companies

whose

shares

may

be

trading

at

depressed

levels

due

to

concerns

over

short-term

earnings

disappointments,

litigation,

management

strategy

or

other

perceived

negatives.

This

strict

value

approach

is

not

only

intended

to

improve

the

likelihood

of

capital

appreciation,

but

also

reduces

the

risk

of

substantial

declines,

in

our

opinion.

While

the

vast

majority

of

our

undervalued

equity

and

debt

investments

are

made

in

publicly

traded

companies

globally,

we

may

invest

occasionally

in

privately

held

companies

as

well.

To

a

lesser

extent,

we

complement

this

more

traditional

investment

strategy

with

two

others.

One

is

distressed

investing,

a

highly

specialized

field

that

has

proven

quite

profitable

during

certain

periods

over

the

years.

Distressed

investing

is

complex

and

can

take

many

forms.

The

most

common

distressed

investment

the

Fund

undertakes

is

the

purchase

of

financially

troubled

or

bankrupt

companies’

debt

at

a

substantial

discount

to

face

value.

After

the

financially

distressed

company

is

reorganized,

often

in

bankruptcy

court,

the

old

debt

is

typically

replaced

with

new

securities

issued

by

the

financially

stronger

company.

The

other

piece

of

our

investment

strategy

is

participating

in

arbitrage

situations,

another

highly

specialized

field.

When

companies

announce

proposed

mergers

or

takeovers,

commonly

referred

to

as

deals,

the

target

company

may

trade

at

a

discount

to

the

bid

it

ultimately

accepts.

One

form

of

arbitrage

involves

purchasing

the

target

company’s

stock

when

it

is

trading

below

the

value

we

believe

it

would

receive

in

a

deal.

In

keeping

with

our

commitment

to

a

relatively

conservative

investment

approach,

we

typically

focus

our

arbitrage

efforts

on

announced

deals,

and

avoid

rumored

deals

or

other

situations

we

consider

relatively

risky.

In

addition,

it

is

our

practice

to

hedge

the

Fund’s

currency

exposure

when

we

deem

it

advantageous

for

our

shareholders.

Q.

What

were

the

overall

market

conditions

during

the

Fund’s

reporting

period?

A.

Although

the

market

globally

rose

in

2023,

value

stocks

underperformed

their

growth

counterparts

and

overall

returns

were

generally

concentrated

in

a

handful

of

large

U.S.

technology

companies.

The

economic

environment

was

largely

positive

for

equities.

Interest

rates

climbed

in

2023,

but

the

move

higher

was

less

pronounced

than

it

was

in

2022.

Oil

prices

finished

the

year

just

below

where

they

began

it,

inflationary

pressures

moderated,

and

unemployment

remained

low.

Higher

bond

yields

had

a

negative

impact

on

certain

value

sectors,

like

consumer

staples,

over

the

course

of

the

year.

Markets

were

anticipating

a

recession

coming

into

2023

following

2022’s

rate

hikes,

but

the

global

economy

has

so

far

managed

to

avoid

a

significant

slowdown

and

the

U.S.

Federal

Reserve

(Fed),

European

Central

Bank

and

Bank

of

England

all

appear

likely

to

hold

interest

rates

steady

for

now.

Chinese

growth

remains

a

concern

as

the

country’s

real

estate

industry

weakens

and

its

relations

with

the

U.S.

remain

tense.

We

believe

our

focus

on

seeking

out

stocks

trading

below

our

view

of

their

fundamental

value,

regardless

of

benchmark

or

style-categorization,

and

with

a

clearly

defined

catalyst

to

help

realize

that

value

over

time

was

a

benefit

during

the

year.

Q.

How

did

we

respond

to

these

changing

market

conditions?

A.

In

equities,

we

recently

maintained

positioning

in

defensive

sectors

including

large

pharmaceutical

companies,

looked

for

opportunities

to

add

to

our

industrials

exposure

given

the

weakness

and

are

focused

on

balancing

our

bank

and

insurance

weighting

given

the

divergence

of

Geographic

Composition

12/31/23

%

of

Total

Net

Assets

United

States

68.0%

United

Kingdom

6.8%

Netherlands

4.6%

Germany

3.8%

Switzerland

2.6%

Japan

2.2%

France

2.0%

Australia

1.7%

Ireland

1.4%

Other

2.0%

Short-Term

Investments

&

Other

Net

Assets

4.9%

Franklin

Mutual

Quest

Fund

32

franklintempleton.com

Annual

Report

performance.

Within

our

special

situations

investments,

we

added

to

performing

credit,

while

our

merger

arbitrage

exposure

has

decreased

due

to

deals

that

have

closed.

Performance

Overview

The

Fund’s

Class

Z

shares

posted

a

+10.51%

cumulative

total

return

for

the

12

months

ended

December

31,

2023.

In

comparison,

the

blended

70%

MSCI

World

Value

Index-NR

(USD)

+

30%

Bloomberg

U.S.

Corporate

High

Yield

Index

(Blended

Benchmark),

posted

a

+12.17%

cumulative

total

return.

1

Also

for

comparison,

the

MSCI

World

Value

Index-

NR

(USD),

which

is

designed

to

measure

the

performance

of

stocks

exhibiting

overall

value

style

characteristics

in

global

developed

markets,

posted

a

+11.51%

cumulative

total

return.

2

Additionally,

the

Bloomberg

U.S.

Corporate

High

Yield

Index,

which

measures

the

performance

of

the

U.S.

dollar-denominated,

high-yield,

fixed-rate

corporate

bond

market,

defined

as

the

middle

or

lower

ratings

of

Moody’s,

Standard

&

Poor’s

and

Fitch

(Ba1/BB+/BB+

or

below),

posted

a

+13.45%

cumulative

total

return.

2

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

34

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236.

Q.

What

were

the

leading

contributors

to

performance?

A.

German

chemicals

company

Covestro

was

a

contributor

in

2023,

after

Abu

Dhabi

National

Oil

Company

(ADNOC)

approached

the

company

about

a

potential

offer

to

buy

the

company,

and

Covestro

eventually

agreed

to

enter

open-

ended

discussions

with

ADNOC.

U.S.

pharmaceutical

company

Eli

Lilly

contributed

as

earnings

were

solid

over

the

course

of

the

year

and

it

benefited

from

optimism

about

its

obesity

treatment,

an

end-market

where

the

firm

is

well

positioned.

We

sold

our

long-held

position

in

Lilly

as

we

believed

the

run-up

in

the

stock

adequately

reflected

substantial

positive

pipeline

progress.

Japan-based

auto

parts

maker

Denso

supported

relative

results

as

it

saw

an

easing

chip

shortage

and

ongoing

benefits

from

auto

industry

electrification.

It

boosted

its

dividend,

announced

stock

buybacks,

and

will

likely

reduce

crossholdings.

We

view

these

as

positive

corporate

governance

moves

in

Japan.

Q.

What

were

the

leading

detractors

from

performance?

A.

A

merger

arbitrage

position

in

U.S.

bank

First

Horizon

dented

relative

results,

after

the

deal

with

Canada’s

TD

Bank

was

canceled

amid

concerns

about

regulatory

scrutiny.

A

position

in

U.S.

bank

SVB

Financial

was

a

major

detractor

after

the

bank

failed

in

early

2023.

The

bank

suffered

from

a

rapid

run

on

its

deposits

in

March

2023

in

the

wake

of

its

attempt

to

raise

capital

following

losses

on

the

sale

of

its

U.S.

Treasuries

portfolio.

U.K.-based

tobacco

company

British

American

Tobacco

(BAT)

detracted

from

relative

results.

The

stock

struggled

in

the

quarter

and

over

the

course

of

2023

amid

fears

about

increased

U.S.

regulatory

risks,

particularly

surrounding

menthol

cigarettes.

A

federal

ban

could

reduce

earnings.

Additionally,

BAT’s

new

chief

executive

lowered

the

company’s

earnings

guidance

for

2024

and

2025

as

it

invests

more

in

“heat

not

burn”

products

and

in

the

U.S.

to

bolster

its

position.

As

a

result,

BAT

does

not

expect

to

return

to

mid-single

digit

growth

until

2026.

We

believe

that

given

the

regulatory

uncertainty

in

the

U.S.,

challenges

with

new

product

categories

and

current

challenges

related

to

ESG

investing,

the

stock

may

continue

to

face

near-term

headwinds.

Top

10

Industries

12/31/23

%

of

Total

Net

Assets

a

Insurance

7.3%

Banks

6.5%

Pharmaceuticals

5.8%

Communications

Equipment

5.7%

Health

Care

Providers

&

Services

5.5%

Media

3.8%

Financial

Services

3.7%

Software

3.3%

Oil,

Gas

&

Consumable

Fuels

3.0%

Metals

&

Mining

2.9%

1.

Source:

FactSet.

The

Blended

Benchmark

was

calculated

internally.

2.

Source:

Morningstar.

The

indexes

are

unmanaged

and

include

reinvestment

of

any

income

or

distributions.

They

do

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

Net

Return

(NR)

reflects

no

deduction

for

fees,

expenses

or

taxes

but

are

net

of

dividend

tax

withholding.

Important

data

provider

notices

and

terms

available

at

www.franklintempletondatasources.com.

The

dollar

value,

number

of

shares

or

principal

amount,

and

names

of

all

portfolio

holdings

are

listed

in

the

Fund’s

Schedule

of

Investments

(SOI).

The

SOI

begins

on

page

84.

Franklin

Mutual

Quest

Fund

33

franklintempleton.com

Annual

Report

Thank

you

for

your

participation

in

Franklin

Mutual

Quest

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Keith

Luh,

CFA

Andrew

Dinnhaupt,

CFA

Portfolio

Managers

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

December

31,

2023,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Top

10

Holdings

12/31/23

Company

Industry,

Country

%

of

Total

Net

Assets

a

a

Sorenson

Communications

LLC

4.7%

Communications

Equipment,

United

States

British

American

Tobacco

plc

2.4%

Tobacco,

United

Kingdom

Neptune

BidCo

US,

Inc.

2.4%

Commercial

Services

&

Supplies,

United

States

Elevance

Health,

Inc.

2.3%

Health

Care

Providers

&

Services,

United

States

CVS

Health

Corp.

2.3%

Health

Care

Providers

&

Services,

United

States

Reckitt

Benckiser

Group

plc

2.0%

Household

Products,

United

Kingdom

Global

Payments,

Inc.

2.0%

Financial

Services,

United

States

Wells

Fargo

&

Co.

1.9%

Banks,

United

States

PNC

Financial

Services

Group,

Inc.

(The)

1.8%

Banks,

United

States

Walt

Disney

Co.

(The)

1.8%

Entertainment,

United

States

Performance

Summary

as

of

December

31,

2023

Franklin

Mutual

Quest

Fund

34

franklintempleton.com

Annual

Report

The

performance

table

and

graphs

do

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses

of

each

class.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

12/31/23

1

Cumulative

total

return

excludes

sales

charges.

Average

annual

total

return

includes

maximum

sales

charges.

Sales

charges

will

vary

depending

on

the

size

of

the

investment

and

the

class

of

share

purchased.

The

maximum

is

5.50%

and

the

minimum

is

0%.

Class

A:

5.50%

maximum

initial

sales

charge;

For

other

share

classes,

visit

franklintempleton.com

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

Z

1-Year

+10.51%

+10.51%

5-Year

+26.64%

+4.84%

10-Year

+43.27%

+3.66%

A

4

1-Year

+10.26%

+4.21%

5-Year

+25.02%

+3.39%

10-Year

+39.54%

+2.80%

See

page

36

for

Performance

Summary

footnotes.

Franklin

Mutual

Quest

Fund

Performance

Summary

35

franklintempleton.com

Annual

Report

See

page

36

for

Performance

Summary

footnotes.

Total

Return

Index

Comparison

for

a

Hypothetical

$10,000

Investment

1

Total

return

represents

the

change

in

value

of

an

investment

over

the

periods

shown.

It

includes

any

applicable

maximum

sales

charge,

Fund

expenses,

account

fees

and

reinvested

distributions.

The

unmanaged

indexes

include

reinvestment

of

any

income

or

distributions.

They

differ

from

the

Fund

in

composition

and

do

not

pay

management

fees

or

expenses.

One

cannot

invest

directly

in

an

index.

Class

Z

(

12/31/13–12/31/23)

Class

A

(12/31/13–12/31/23)

Franklin

Mutual

Quest

Fund

Performance

Summary

36

franklintempleton.com

Annual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

All

investments

involve

risks,

including

possible

loss

of

principal.

The

investment

style

may

become

out

of

favor,

which

may

have

a

negative

impact

on

performance.

International

investments

are

subject

to

special

risks,

including

currency

fluctuations

and

social,

economic

and

political

uncertainties,

which

could

increase

volatility.

These

risks

are

magnified

in

emerging

markets.

To

the

extent

the

Fund

invests

in

companies

in

a

specific

country

or

region,

the

Fund

may

experience

greater

volatility

than

a

fund

that

is

more

broadly

diversified

geographically.

Small-

and

mid-cap

stocks

involve

greater

risks

and

volatility

than

large-cap

stocks.

Investments

in

companies

engaged

in

mergers,

reorganizations

or

liquidations

also

involve

special

risks

as

pending

deals

may

not

be

completed

on

time

or

on

favorable

terms.

Low-rated,

high-yield

bonds

are

subject

to

greater

price

volatility,

illiquidity

and

possibility

of

default.

The

manager

may

consider

environmental,

social

and

governance

(ESG)

criteria

in

the

research

or

investment

process;

however,

ESG

considerations

may

not

be

a

determinative

factor

in

security

selection.

In

addition,

the

manager

may

not

assess

every

investment

for

ESG

criteria,

and

not

every

ESG

factor

may

be

identified

or

evaluated.

These

and

other

risks

are

discussed

in

the

Fund’s

prospectus.

1.

The

total

annual

operating

expenses

are

as

of

the

Fund's

prospectus

available

at

the

time

of

publication.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

4.

Prior

to

9/10/18,

these

shares

were

offered

at

a

higher

initial

sales

charge

of

5.75%,

thus

actual

returns

(with

sales

charges)

would

have

differed.

Average

annual

total

returns

(with

sales

charges)

have

been

restated

to

reflect

the

current

maximum

initial

sales

charge

of

5.50%.

5.

Source:

FactSet.

The

Blended

Benchmark

(70%

MSCI

World

Value

Index-NR

(USD)

+

30%

Bloomberg

U.S.

Corporate

High

Yield

Index)

is

a

combination

of

leading

global

stock

and

U.S.

high-yield

bond

indexes.

The

MSCI

World

Value

Index-NR

(USD)

is

a

free

float-adjusted,

market

capitalization-weighted

index

designed

to

measure

the

performance

of

stocks

exhibiting

overall

value

style

characteristics

in

global

developed

markets.

The

Bloomberg

U.S.

Corporate

High

Yield

Index

measures

the

performance

of

the

U.S.

dollar-denominated,

high-yield,

fixed-rate

corporate

bond

market.

Securities

are

classified

as

high

yield

if

the

middle

rating

of

Moody’s,

S&P

and

Fitch

is

Ba1/

BB+/

BB+

or

below.

Bonds

from

issuers

with

an

emerging

markets

(EM)

country

of

risk,

based

on

Bloomberg

EM

country

definition,

are

excluded.

Net

Return

(NR)

reflects

no

deduction

for

fees,

expenses

or

taxes

but

are

net

of

dividend

tax

withholding.

6.

Figures

are

as

stated

in

the

Fund’s

current

prospectus

and

may

differ

from

the

expense

ratios

disclosed

in

the

Your

Fund’s

Expenses

and

Financial

Highlights

sections

in

this

report.

In

periods

of

market

volatility,

assets

may

decline

significantly,

causing

total

annual

Fund

operating

expenses

to

become

higher

than

the

figures

shown.

Important

data

provider

notices

and

terms

available

at

www.franklintempletondatasources.com.

Distributions

(1/1/23–12/31/23)

Share

Class

Net

Investment

Income

Z

$0.6299

A

$0.5950

C

$0.4835

R

$0.5622

R6

$0.6366

Total

Annual

Operating

Expenses

6

Share

Class

Z

0.78%

A

1.03%

Your

Fund’s

Expenses

Franklin

Mutual

Quest

Fund

37

franklintempleton.com

Annual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

ongoing

Fund

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

Fund

expenses.

All

mutual

funds

have

ongoing

costs,

sometimes

referred

to

as

operating

expenses.

The

table

below

shows

ongoing

costs

of

investing

in

the

Fund

and

can

help

you

understand

these

costs

and

compare

them

with

those

of

other

mutual

funds.

The

table

assumes

a

$1,000

investment

held

for

the

six

months

indicated.

Actual

Fund

Expenses

The

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

You

can

estimate

the

expenses

you

paid

during

the

period

by

following

these

steps

(

of

course,

your

account

value

and

expenses

will

differ

from

those

in

this

illustration

):

Divide

your

account

value

by

$1,000

(

if

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=

$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

184/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

7/1/23

Ending

Account

Value

12/31/23

Expenses

Paid

During

Period

7/1/23–12/31/23

1,2

Ending

Account

Value

12/31/23

Expenses

Paid

During

Period

7/1/23–12/31/23

1,2

a

Net

Annualized

Expense

Ratio

2

Z

$1,000

$1,094.96

$4.04

$1,021.35

$3.89

0.76%

A

$1,000

$1,093.20

$5.35

$1,020.09

$5.16

1.01%

C

$1,000

$1,089.50

$9.29

$1,016.32

$8.96

1.76%

R

$1,000

$1,092.30

$6.67

$1,018.83

$6.43

1.26%

R6

$1,000

$1,094.80

$3.80

$1,021.58

$3.66

0.72%

38

franklintempleton.com

Annual

Report

Franklin

Mutual

Shares

Fund

Fund

Overview

Q.

What

is

the

Fund’s

investment

strategy?

A.

The

Fund

seeks

capital

appreciation,

which

may

occasionally

be

short

term.

The

secondary

goal

is

income.

At

Franklin

Mutual

Series,

we

are

committed

to

our

distinctive

value

approach

to

investing,

which

we

believe

can

generate

above-average

risk-adjusted

returns

over

time

for

our

shareholders.

Our

major

investment

strategy

is

investing

in

undervalued

stocks.

When

selecting

undervalued

equities,

we

are

attracted

to

what

we

believe

are

fundamentally

strong

companies

with

healthy

balance

sheets,

high-quality

assets,

substantial

free

cash

flow

and

shareholder-oriented

management

teams

and

whose

stocks

are

trading

at

discounts

to

our

assessment

of

the

companies’

intrinsic

or

business

value.

We

also

look

for

asset-rich

companies

whose

shares

may

be

trading

at

depressed

levels

due

to

concerns

over

short-term

earnings

disappointments,

litigation,

management

strategy

or

other

perceived

negatives.

This

strict

value

approach

is

not

only

intended

to

improve

the

likelihood

of

capital

appreciation,

but

also

reduces

the

risk

of

substantial

declines,

in

our

opinion.

While

the

vast

majority

of

our

undervalued

equity

and

debt

investments

are

made

in

publicly

traded

companies

globally,

we

may

invest

occasionally

in

privately

held

companies

as

well.

To

a

lesser

extent,

we

complement

this

more

traditional

investment

strategy

with

two

others.

One

is

distressed

investing,

a

highly

specialized

field

that

has

proven

quite

profitable

during

certain

periods

over

the

years.

Distressed

investing

is

complex

and

can

take

many

forms.

The

most

common

distressed

investment

the

Fund

undertakes

is

the

purchase

of

financially

troubled

or

bankrupt

companies’

debt

at

a

substantial

discount

to

face

value.

After

the

financially

distressed

company

is

reorganized,

often

in

bankruptcy

court,

the

old

debt

is

typically

replaced

with

new

securities

issued

by

the

financially

stronger

company.

The

other

piece

of

our

investment

strategy

is

participating

in

arbitrage

situations,

another

highly

specialized

field.

When

companies

announce

proposed

mergers

or

takeovers,

commonly

referred

to

as

deals,

the

target

company

may

trade

at

a

discount

to

the

bid

it

ultimately

accepts.

One

form

of

arbitrage

involves

purchasing

the

target

company’s

stock

when

it

is

trading

below

the

value

we

believe

it

would

receive

in

a

deal.

In

keeping

with

our

commitment

to

a

relatively

conservative

investment

approach,

we

typically

focus

our

arbitrage

efforts

on

announced

deals,

and

avoid

rumored

deals

or

other

situations

we

consider

relatively

risky.

In

addition,

it

is

our

practice

to

hedge

the

Fund’s

currency

exposure

when

we

deem

it

advantageous

for

our

shareholders.

Q.

What

were

the

overall

market

conditions

during

the

Fund’s

reporting

period?

A.

U.S.

equity

markets

ended

2023

how

they

began

with

strong

performance

and

investors

optimistic

that

the

U.S.

Federal

Reserve

(Fed)

might

conclude

its

rate

hiking

campaign.

However,

markets

fluctuated

throughout

the

year,

reflecting

both

thematic

and

idiosyncratic

activity.

From

a

thematic

perspective,

rising

interest

rates,

which

contributed

to

financial

sector

difficulty

in

March

2023,

roiled

equity

markets.

Value

indices,

heavily

weighted

towards

financial

companies,

began

to

lag

their

growth

counterparts,

defying

consensus

expectations

that

rising

rates

would

dampen

growth

stock

performance.

Rates

rose

much

of

the

year,

though

at

a

slower

pace

than

in

2022.

Higher

bond

yields

had

a

negative

impact

on

certain

bond-proxy

value

sectors.

The

Fed

paused

rate

increases

towards

the

end

of

2023.

Continued

inflationary

pressure,

the

strength

of

which

began

to

decrease

in

late

2023,

also

periodically

weighed

on

investor

sentiment.

Conversely,

pockets

of

positive

employment

and

consumer

spending

data,

many

stronger-

than-expected

earnings

reports

contributed

to

upward

market

movement.

Q.

How

did

we

respond

to

these

changing

market

conditions?

A.

We

view

the

current

environment

as

a

truly

fundamentally

driven

stock

picking

market.

As

bottom-up

investors,

we

look

for

dislocation

in

the

markets

to

provide

us

with

opportunities

to

buy

over-discounted

entities.

Recently,

we

executed

several

strategic

trades.

We

opened

equity

positions

in

WillScot

Mobile

Mini,

AerCap

Holdings,

PNC

Financial

Services

Group

and

International

Flavors

and

Fragrances.

We

also

increased

our

debt

holdings

by

adding

bonds

issued

by

Michaels

Companies

and

American

Airlines,

which

we

feel

offer

an

attractive

risk/return

profile

given

the

higher

rate

environment

and

credit

profile

of

the

issuers.

Geographic

Composition

*

12/31/23

%

of

Total

Net

Assets

United

States

89.4%

United

Kingdom

3.5%

Switzerland

2.3%

Ireland

1.3%

Other

†,

‡

0.0%

Short-Term

Investments

&

Other

Net

Assets

3.5%

*

The

Fund

held

7.1%

of

total

net

assets

in

foreign

securities.

†

Rounds

to

less

than

0.1%.

‡

Includes

financial

instruments

determined

to

have

no

value.

Franklin

Mutual

Shares

Fund

39

franklintempleton.com

Annual

Report

Performance

Overview

The

Fund’s

Class

Z

shares

posted

a

+13.93%

cumulative

total

return

for

the

12

months

ended

December

31,

2023.

For

comparison,

the

Fund’s

benchmark,

the

Russell

1000

®

Value

Index,

which

measures

the

performance

of

the

large-

cap

value

segment

of

the

U.S.

equity

universe,

posted

a

+11.46%

cumulative

total

return

for

the

period

under

review.

1

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

41

.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236

.

Q.

What

were

the

leading

contributors

to

performance?

A.

U.S.

homebuilder

DR

Horton

contributed

to

relative

performance

following

another

strong

earnings

report.

The

company’s

margins

have

remained

resilient

despite

a

higher

mortgage

rate

environment.

Cycle

times

continue

to

recover,

as

labor

and

material

availability

improve.

DR

Horton

also

provided

strong

fiscal

2024

guidance

on

an

expected

increase

in

home

closings.

U.S.

industrials

firm

Parker-Hannifin

was

a

major

contributor

in

2023,

as

the

company

reported

consistently

strong

earnings

during

the

year

and

its

aerospace

division

was

a

standout.

Although

the

company

has

significantly

improved

returns

and

reduced

its

cyclicality

it

trades

at

a

sizable

discount

to

high-quality

peers

despite

its

strong

growth

and

returns

profile.

Social

media

platform

Meta

Platforms

was

a

significant

relative

contributor.

After

it

announced

significant

cost

cuts

in

2022,

the

stock

responded

positively

and

subsequent

earnings

reports

were

strong

as

Meta

delivered

on

every

metric

investor’s

cared

about,

including

better

engagement,

better

monetization

of

engagement,

revenue

acceleration,

and

operating

expense

discipline.

Q.

What

were

the

leading

detractors

from

performance?

A.

A

position

in

U.S.

bank

SVB

Financial

was

a

major

detractor

after

the

bank

failed

in

early

2023.

The

bank

suffered

from

a

rapid

run

on

its

deposits

in

March

2023

in

the

wake

of

its

attempt

to

raise

capital

following

losses

on

the

sale

of

its

U.S.

Treasuries

portfolio. U.K.-based

tobacco

company

British

American

Tobacco

(BAT)

detracted

from

relative

results.

The

stock

struggled

in

the

quarter

and

over

the

course

of

2023

amid

fears

about

increased

U.S.

regulatory

risks,

particularly

surrounding

menthol

cigarettes.

A

federal

ban

could

reduce

earnings.

Additionally,

BAT’s

new

chief

executive

lowered

the

company’s

earnings

guidance

for

2024

and

2025

as

it

invests

more

in

heat-not-burn

products

and

in

the

U.S.

to

bolster

its

position.

As

a

result,

BAT

does

not

expect

to

return

to

mid-single

digit

growth

until

2026.

We

believe

that

given

the

regulatory

uncertainty

in

the

Top

10

Industries

12/31/23

%

of

Total

Net

Assets

a

Banks

7.2%

Pharmaceuticals

6.7%

Financial

Services

6.4%

Oil,

Gas

&

Consumable

Fuels

5.9%

Health

Care

Providers

&

Services

5.8%

Software

4.9%

Professional

Services

4.1%

Media

4.0%

Health

Care

Equipment

&

Supplies

3.7%

Trading

Companies

&

Distributors

3.4%

Top

10

Holdings

12/31/23

Company

Industry,

Country

%

of

Total

Net

Assets

a

a

JPMorgan

Chase

&

Co.

3.4%

Banks,

United

States

CVS

Health

Corp.

2.6%

Health

Care

Providers

&

Services,

United

States

Kraft

Heinz

Co.

(The)

2.5%

Food

Products,

United

States

Global

Payments,

Inc.

2.4%

Financial

Services,

United

States

CBRE

Group,

Inc.

2.3%

Real

Estate

Management

&

Development,

United

States

Merck

&

Co.,

Inc.

2.3%

Pharmaceuticals,

United

States

Brixmor

Property

Group,

Inc.

2.3%

Retail

REITs,

United

States

Novartis

AG

2.2%

Pharmaceuticals,

Switzerland

Chevron

Corp.

2.2%

Oil,

Gas

&

Consumable

Fuels,

United

States

Medtronic

plc

2.2%

Health

Care

Equipment

&

Supplies,

United

States

1.

Source:

Morningstar.

The

index

is

unmanaged

and

includes

reinvestment

of

any

income

or

distributions.

It

does

not

reflect

any

fees,

expenses

or

sales

charges.

One

cannot

invest

directly

in

an

index,

and

an

index

is

not

representative

of

the

Fund’s

portfolio.

Important

data

provider

notices

and

terms

available

at

www.franklintempletondatasources.com.

The

dollar

value,

number

of

shares

or

principal

amount,

and

names

of

all

portfolio

holdings

are

listed

in

the

Fund’s

Schedule

of

Investments

(SOI).

The

SOI

begins

on

page

97

.

Franklin

Mutual

Shares

Fund

40

franklintempleton.com

Annual

Report

U.S.,

challenges

with

new

product

categories

and

current

challenges

related

to

ESG

investing,

the

stock

may

continue

to

face

near-term

headwinds.

U.S.-based

insurance

firm

Willis

Towers

Watson

was

a

notable

detractor.

We

exited

the

position

as

the

company

had

not

gained

any

traction

on

two

of

the

three

legs

of

our

investment

thesis

organic

growth,

margin

expansion,

and

free

cash

flow

improvement.

While

organic

growth

improved

following

significant

hiring,

margin

expansion

has

been

fleeting

and

the

company’s

free

cash

flow

continues

to

come

under

pressure

from

restructuring

charges.

Thank

you

for

your

participation

in

Franklin

Mutual

Shares

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Christian

Correa,

CFA

Grace

Hoefig

Portfolio

Managers

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

December

31,

2023,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Performance

Summary

as

of

December

31,

2023

Franklin

Mutual

Shares

Fund

41

franklintempleton.com

Annual

Report

The

performance

table

and

graphs

do

not

reflect

any

taxes

that

a

shareholder

would

pay

on

Fund

dividends,

capital

gain

distributions,

if

any,

or

any

realized

gains

on

the

sale

of

Fund

shares.

Total

return

reflects

reinvestment

of

the

Fund’s

dividends

and

capital

gain

distributions,

if

any,

and

any

unrealized

gains

or

losses.

Your

dividend

income

will

vary

depending

on

dividends

or

interest

paid

by

securities

in

the

Fund’s

portfolio,

adjusted

for

operating

expenses

of

each

class.

Capital

gain

distributions

are

net

profits

realized

from

the

sale

of

portfolio

securities.

Performance

as

of

12/31/23

1

Cumulative

total

return

excludes

sales

charges.

Average

annual

total

return

includes

maximum

sales

charges.

Sales

charges

will

vary

depending

on

the

size

of

the

investment

and

the

class

of

share

purchased.

The

maximum

is

5.50%

and

the

minimum

is

0%.

Class

A:

5.50%

maximum

initial

sales

charge;

For

other

share

classes,

visit

franklintempleton.com.

Performance

data

represent

past

performance,

which

does

not

guarantee

future

results.

Investment

return

and

principal

value

will

fluctuate,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

Current

performance

may

differ

from

figures

shown.

For

most

recent

month-end

performance,

go

to

franklintempleton.com

or

call

(800)

342-5236

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

Z

1-Year

+13.93%

+13.93%

5-Year

+48.77%

+8.27%

10-Year

+76.27%

+5.83%

A

4

1-Year

+13.64%

+7.40%

5-Year

+46.94%

+6.78%

10-Year

+71.80%

+4.96%

See

page

43

for

Performance

Summary

footnotes.

Franklin

Mutual

Shares

Fund

Performance

Summary

42

franklintempleton.com

Annual

Report

See

page

43

for

Performance

Summary

footnotes.

Total

Return

Index

Comparison

for

a

Hypothetical

$10,000

Investment

1

Total

return

represents

the

change

in

value

of

an

investment

over

the

periods

shown.

It

includes

any

applicable

maximum

sales

charge,

Fund

expenses,

account

fees

and

reinvested

distributions.

The

unmanaged

index

includes

reinvestment

of

any

income

or

distributions.

It

differs

from

the

Fund

in

composition

and

does

not

pay

management

fees

or

expenses.

One

cannot

invest

directly

in

an

index.

Class

Z

(12/31/13–12/31/23)

Class

A

(12/31/13–12/31/23)

Franklin

Mutual

Shares

Fund

Performance

Summary

43

franklintempleton.com

Annual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

All

investments

involve

risks,

including

possible

loss

of

principal.

The

investment

style

may

become

out

of

favor,

which

may

have

a

negative

impact

on

performance.

International

investments

are

subject

to

special

risks,

including

currency

fluctuations

and

social,

economic

and

political

uncertainties,

which

could

increase

volatility.

These

risks

are

magnified

in

emerging

markets.

Investments

in

companies

engaged

in

mergers,

reorganizations

or

liquidations

also

involve

special

risks

as

pending

deals

may

not

be

completed

on

time

or

on

favorable

terms.

Low-rated,

high-yield

bonds

are

subject

to

greater

price

volatility,

illiquidity

and

possibility

of

default.

The

manager

may

consider

environmental,

social

and

governance

(ESG)

criteria

in

the

research

or

investment

process;

however,

ESG

considerations

may

not

be

a

determinative

factor

in

security

selection.

In

addition,

the

manager

may

not

assess

every

investment

for

ESG

criteria,

and

not

every

ESG

factor

may

be

identified

or

evaluated.

These

and

other

risks

are

discussed

in

the

Fund’s

prospectus.

1.

The

total

annual

operating

expenses

are

as

of

the

Fund's

prospectus

available

at

the

time

of

publication.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

Average

annual

total

return

represents

the

average

annual

change

in

value

of

an

investment

over

the

periods

indicated.

Return

for

less

than

one

year,

if

any,

has

not

been

annualized.

4.

Prior

to

9/10/18,

these

shares

were

offered

at

a

higher

initial

sales

charge

of

5.75%,

thus

actual

returns

(with

sales

charges)

would

have

differed.

Average

annual

total

returns

(with

sales

charges)

have

been

restated

to

reflect

the

current

maximum

initial

sales

charge

of

5.50%.

5.

Source:

FactSet.

The

Russell

1000

®

Value

Index

is

market

capitalization

weighted

and

measures

the

performance

of

those

Russell

1000

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates.

Russell

1000

®

Index

is

market

capitalization

weighted

and

measures

the

performance

of

the

approximately

1,000

largest

companies

in

the

Russell

3000

®

Index,

which

represents

the

majority

of

the

U.S.

market’s

total

capitalization.

6.

Figures

are

as

stated

in

the

Fund’s

current

prospectus

and

may

differ

from

the

expense

ratios

disclosed

in

the

Your

Fund’s

Expenses

and

Financial

Highlights

sections

in

this

report.

In

periods

of

market

volatility,

assets

may

decline

significantly,

causing

total

annual

Fund

operating

expenses

to

become

higher

than

the

figures

shown.

Important

data

provider

notices

and

terms

available

at

www.franklintempletondatasources.com.

Distributions

(1/1/23–12/31/23)

Share

Class

Net

Investment

Income

Short-Term

Capital

Gain

Long-Term

Capital

Gain

Total

Z

$0.5043

$0.0444

$0.9024

$1.4511

A

$0.4455

$0.0444

$0.9024

$1.3923

C

$0.0173

$0.0444

$0.9024

$0.9641

R

$0.3819

$0.0444

$0.9024

$1.3287

R6

$0.5162

$0.0444

$0.9024

$1.4630

Total

Annual

Operating

Expenses

6

Share

Class

Z

0.75%

A

1.00%

Your

Fund’s

Expenses

Franklin

Mutual

Shares

Fund

44

franklintempleton.com

Annual

Report

As

a

Fund

shareholder,

you

can

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

(loads)

on

Fund

purchases

and

redemptions;

and

(2)

ongoing

Fund

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

Fund

expenses.

All

mutual

funds

have

ongoing

costs,

sometimes

referred

to

as

operating

expenses.

The

table

below

shows

ongoing

costs

of

investing

in

the

Fund

and

can

help

you

understand

these

costs

and

compare

them

with

those

of

other

mutual

funds.

The

table

assumes

a

$1,000

investment

held

for

the

six

months

indicated.

Actual

Fund

Expenses

The

table

below

provides

information

about

actual

account

values

and

actual

expenses

in

the

columns

under

the

heading

“Actual.”

In

these

columns

the

Fund’s

actual

return,

which

includes

the

effect

of

Fund

expenses,

is

used

to

calculate

the

“Ending

Account

Value”

for

each

class

of

shares.

You

can

estimate

the

expenses

you

paid

during

the

period

by

following

these

steps

(

of

course,

your

account

value

and

expenses

will

differ

from

those

in

this

illustration

):

Divide

your

account

value

by

$1,000

(

if

your

account

had

an

$8,600

value,

then

$8,600

÷

$1,000

=

8.6

).

Then

multiply

the

result

by

the

number

in

the

row

for

your

class

of

shares

under

the

headings

“Actual”

and

“Expenses

Paid

During

Period”

(

if

Actual

Expenses

Paid

During

Period

were

$7.50,

then

8.6

x

$7.50

=

$64.50

).

In

this

illustration,

the

actual

expenses

paid

this

period

are

$64.50.

Hypothetical

Example

for

Comparison

with

Other

Funds

Under

the

heading

“Hypothetical”

in

the

table,

information

is

provided

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

This

information

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period,

but

it

can

help

you

compare

ongoing

costs

of

investing

in

the

Fund

with

those

of

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

for

the

class

of

shares

you

hold

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

other

funds.

Please

note

that

expenses

shown

in

the

table

are

meant

to

highlight

ongoing

costs

and

do

not

reflect

any

transactional

costs.

Therefore,

information

under

the

heading

“Hypothetical”

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

compare

total

costs

of

owning

different

funds.

In

addition,

if

transactional

costs

were

included,

your

total

costs

would

have

been

higher.

1.

Expenses

are

equal

to

the

annualized

expense

ratio

for

the

six-month

period

as

indicated

above—in

the

far

right

column—multiplied

by

the

simple

average

account

value

over

the

period

indicated,

and

then

multiplied

by

184/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

7/1/23

Ending

Account

Value

12/31/23

Expenses

Paid

During

Period

7/1/23–12/31/23

1,2

Ending

Account

Value

12/31/23

Expenses

Paid

During

Period

7/1/23–12/31/23

1,2

a

Net

Annualized

Expense

Ratio

2

Z

$1,000

$1,080.25

$3.93

$1,021.43

$3.82

0.75%

A

$1,000

$1,079.00

$5.24

$1,020.17

$5.09

1.00%

C

$1,000

$1,075.60

$9.12

$1,016.42

$8.86

1.74%

R

$1,000

$1,077.50

$6.54

$1,018.91

$6.35

1.25%

R6

$1,000

$1,080.80

$3.69

$1,021.66

$3.59

0.70%

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Beacon

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

45

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

Z

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$14.37

$17.96

$16.48

$16.40

$13.76

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.35

0.28

0.26

0.51

c

0.33

Net

realized

and

unrealized

gains

(losses)

...........

1.84

(2.45)

2.45

0.12

3.06

Total

from

investment

operations

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

2.19

(2.17)

2.71

0.63

3.39

Less

distributions

from:

Net

investment

income

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

(0.32)

(0.23)

(0.37)

(0.45)

(0.36)

Net

realized

gains

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

(0.65)

(1.19)

(0.86)

(0.10)

(0.39)

Total

distributions

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

(0.97)

(1.42)

(1.23)

(0.55)

(0.75)

Net

asset

value,

end

of

year

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

$15.59

$14.37

$17.96

$16.48

$16.40

Total

return

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

15.48%

(11.67)%

16.68%

4.08%

24.96%

Ratios

to

average

net

assets

Expenses

d,e

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

0.77%

0.77%

0.81%

0.82%

0.81%

f

Expenses

-

incurred

in

connection

with

securities

sold

short

—%

—%

g

0.01%

0.02%

0.02%

Net

investment

income

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

2.32%

1.73%

1.41%

3.56%

c

2.11%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$2,106,341

$2,010,947

$2,508,213

$2,320,077

$2,600,744

Portfolio

turnover

rate

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

44.54%

49.68%

40.89%

42.37%

30.72%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.56%.

d

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

g

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Beacon

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

46

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$14.19

$17.76

$16.30

$16.24

$13.63

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.31

0.23

0.21

0.47

c

0.29

Net

realized

and

unrealized

gains

(losses)

...........

1.81

(2.42)

2.43

0.10

3.03

Total

from

investment

operations

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

2.12

(2.19)

2.64

0.57

3.32

Less

distributions

from:

Net

investment

income

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

(0.28)

(0.19)

(0.32)

(0.41)

(0.32)

Net

realized

gains

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

(0.65)

(1.19)

(0.86)

(0.10)

(0.39)

Total

distributions

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

(0.93)

(1.38)

(1.18)

(0.51)

(0.71)

Net

asset

value,

end

of

year

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

$15.38

$14.19

$17.76

$16.30

$16.24

Total

return

d

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

15.19%

(11.91)%

16.46%

3.75%

24.69%

Ratios

to

average

net

assets

Expenses

e,f

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

1.02%

1.02%

1.06%

1.07%

1.06%

g

Expenses

-

incurred

in

connection

with

securities

sold

short

—%

—%

h

0.01%

0.02%

0.02%

Net

investment

income

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

2.07%

1.48%

1.16%

3.32%

c

1.86%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$829,104

$798,281

$987,817

$893,378

$1,028,482

Portfolio

turnover

rate

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

44.54%

49.68%

40.89%

42.37%

30.72%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.28

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.33%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

e

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

g

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

h

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Beacon

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

47

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$14.32

$17.88

$16.37

$16.29

$13.65

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.20

0.12

0.08

0.39

c

0.17

Net

realized

and

unrealized

gains

(losses)

...........

1.81

(2.43)

2.43

0.06

3.04

Total

from

investment

operations

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

2.01

(2.31)

2.51

0.45

3.21

Less

distributions

from:

Net

investment

income

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

(0.15)

(0.06)

(0.14)

(0.27)

(0.18)

Net

realized

gains

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

(0.65)

(1.19)

(0.86)

(0.10)

(0.39)

Total

distributions

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

(0.80)

(1.25)

(1.00)

(0.37)

(0.57)

Net

asset

value,

end

of

year

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

$15.53

$14.32

$17.88

$16.37

$16.29

Total

return

d

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

14.28%

(12.55)%

15.55%

2.96%

23.74%

Ratios

to

average

net

assets

Expenses

e,f

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

1.77%

1.77%

1.80%

1.82%

1.81%

g

Expenses

-

incurred

in

connection

with

securities

sold

short

—%

—%

h

0.01%

0.02%

0.02%

Net

investment

income

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

1.32%

0.75%

0.43%

2.75%

c

1.11%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$17,359

$18,813

$27,853

$35,273

$52,620

Portfolio

turnover

rate

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

44.54%

49.68%

40.89%

42.37%

30.72%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.28

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.76%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

e

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

g

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

h

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Beacon

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

48

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$13.97

$17.51

$16.09

$16.03

$13.46

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.27

0.19

0.16

0.44

c

0.24

Net

realized

and

unrealized

gains

(losses)

...........

1.77

(2.38)

2.40

0.09

3.01

Total

from

investment

operations

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

2.04

(2.19)

2.56

0.53

3.25

Less

distributions

from:

Net

investment

income

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

(0.24)

(0.16)

(0.28)

(0.37)

(0.29)

Net

realized

gains

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

(0.65)

(1.19)

(0.86)

(0.10)

(0.39)

Total

distributions

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

(0.89)

(1.35)

(1.14)

(0.47)

(0.68)

Net

asset

value,

end

of

year

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

$15.12

$13.97

$17.51

$16.09

$16.03

Total

return

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

14.87%

(12.08)%

16.12%

3.49%

24.33%

Ratios

to

average

net

assets

Expenses

d,e

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

1.27%

1.27%

1.31%

1.32%

1.31%

f

Expenses

-

incurred

in

connection

with

securities

sold

short

—%

—%

g

0.01%

0.02%

0.02%

Net

investment

income

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

1.82%

1.22%

0.92%

3.16%

c

1.61%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$1,348

$1,329

$1,388

$1,262

$1,769

Portfolio

turnover

rate

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

44.54%

49.68%

40.89%

42.37%

30.72%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.28

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.17%.

d

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

g

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Beacon

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

49

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$14.37

$17.96

$16.47

$16.40

$13.75

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.31

0.30

0.26

0.53

c

0.34

Net

realized

and

unrealized

gains

(losses)

...........

1.88

(2.46)

2.47

0.10

3.07

Total

from

investment

operations

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

2.19

(2.16)

2.73

0.63

3.41

Less

distributions

from:

Net

investment

income

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

(0.33)

(0.24)

(0.38)

(0.46)

(0.37)

Net

realized

gains

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

(0.65)

(1.19)

(0.86)

(0.10)

(0.39)

Total

distributions

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

(0.98)

(1.43)

(1.24)

(0.56)

(0.76)

Net

asset

value,

end

of

year

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

$15.58

$14.37

$17.96

$16.47

$16.40

Total

return

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

15.48%

(11.61)%

16.83%

4.08%

25.13%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

d

.....

0.73%

0.71%

0.77%

0.78%

0.76%

Expenses

net

of

waiver

and

payments

by

affiliates

d,e

.....

0.72%

0.70%

0.75%

0.75%

0.74%

Expenses

-

incurred

in

connection

with

securities

sold

short

—%

—%

f

0.01%

0.02%

0.02%

Net

investment

income

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

2.06%

1.83%

1.39%

3.67%

c

2.18%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$236,837

$101,313

$151,226

$70,839

$90,220

Portfolio

turnover

rate

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

44.54%

49.68%

40.89%

42.37%

30.72%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.68%.

d

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Schedule

of

Investments,

December

31,

2023

Franklin

Mutual

Beacon

Fund

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

50

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

98.8%

Aerospace

&

Defense

3.2%

Airbus

SE

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

France

655,446

$

101,272,553

Air

Freight

&

Logistics

2.9%

United

Parcel

Service,

Inc.,

B

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

United

States

586,658

92,240,237

Automobile

Components

0.0%

†

a,b,c

International

Automotive

Components

Group

Brazil

LLC

........

Brazil

2,846,329

83,975

Banks

9.8%

BNP

Paribas

SA

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

France

1,234,583

85,748,134

DBS

Group

Holdings

Ltd.

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

Singapore

3,788,035

95,802,240

JPMorgan

Chase

&

Co.

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

United

States

776,378

132,061,898

313,612,272

Beverages

3.4%

Heineken

NV

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

Netherlands

1,057,575

107,463,658

Building

Products

3.0%

Johnson

Controls

International

plc

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

United

States

1,647,024

94,934,463

Capital

Markets

3.6%

BlackRock,

Inc.

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

United

States

141,416

114,801,509

Consumer

Staples

Distribution

&

Retail

2.4%

Seven

&

i

Holdings

Co.

Ltd.

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

Japan

1,950,033

77,136,622

Containers

&

Packaging

1.9%

International

Paper

Co.

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

United

States

1,689,780

61,085,547

Diversified

Telecommunication

Services

2.7%

Deutsche

Telekom

AG

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

Germany

3,538,452

85,087,631

Energy

Equipment

&

Services

2.1%

Schlumberger

NV

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

United

States

1,289,156

67,087,678

Entertainment

3.3%

b

Walt

Disney

Co.

(The)

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

United

States

1,151,648

103,982,298

Financial

Services

3.1%

Global

Payments,

Inc.

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

United

States

782,887

99,426,649

Health

Care

Equipment

&

Supplies

3.8%

Medtronic

plc

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

United

States

1,458,744

120,171,331

Health

Care

Providers

&

Services

2.5%

Elevance

Health,

Inc.

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

United

States

172,492

81,340,328

Household

Products

3.3%

Reckitt

Benckiser

Group

plc

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

United

Kingdom

1,509,142

104,148,196

Insurance

4.8%

Hartford

Financial

Services

Group,

Inc.

(The)

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

United

States

1,089,730

87,592,498

Progressive

Corp.

(The)

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

United

States

421,026

67,061,021

154,653,519

Machinery

3.4%

Parker-Hannifin

Corp.

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

United

States

236,009

108,729,346

Media

3.0%

b

Charter

Communications,

Inc.,

A

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

United

States

242,684

94,326,417

Metals

&

Mining

2.6%

Rio

Tinto

plc

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

Australia

1,113,652

82,844,424

Franklin

Mutual

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Investments

Franklin

Mutual

Beacon

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(continued)

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The

accompanying

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part

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financial

statements.

Annual

Report

51

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Oil,

Gas

&

Consumable

Fuels

3.6%

Shell

plc

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

Netherlands

3,486,954

$

114,155,694

Personal

Care

Products

3.2%

Haleon

plc

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

United

States

25,006,211

102,394,283

Pharmaceuticals

9.9%

GSK

plc

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

United

States

5,491,054

101,427,333

Merck

&

Co.,

Inc.

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

United

States

922,111

100,528,541

Novartis

AG,

ADR

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

Switzerland

1,128,819

113,976,854

315,932,728

Retail

REITs

2.0%

Brixmor

Property

Group,

Inc.

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

United

States

2,807,885

65,339,484

Software

2.3%

Gen

Digital,

Inc.

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

United

States

3,227,439

73,650,158

Technology

Hardware,

Storage

&

Peripherals

3.4%

Samsung

Electronics

Co.

Ltd.

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

South

Korea

1,802,658

108,827,526

Textiles,

Apparel

&

Luxury

Goods

4.8%

Cie

Financiere

Richemont

SA

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

Switzerland

625,540

86,397,027

Tapestry,

Inc.

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

United

States

1,820,189

67,001,157

153,398,184

Tobacco

1.0%

British

American

Tobacco

plc

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

United

Kingdom

1,094,538

32,029,060

Trading

Companies

&

Distributors

3.8%

Ferguson

plc

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

United

States

626,667

120,990,598

Total

Common

Stocks

(Cost

$2,496,509,464)

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

3,151,146,368

Companies

in

Liquidation

0.0%

a,b,d

Walter

Energy,

Inc.,

Litigation

Trust,

Contingent

Distribution

......

United

States

5,229,000

—

Total

Companies

in

Liquidation

(Cost

$–)

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

—

Total

Long

Term

Investments

(Cost

$2,496,509,464)

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

3,151,146,368

a

Short

Term

Investments

0.9%

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

U.S.

Government

and

Agency

Securities

0.9%

e

FHLB,

1/02/24

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

United

States

30,000,000

29,982,667

Total

U.S.

Government

and

Agency

Securities

(Cost

$29,995,667)

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

29,982,667

Total

Short

Term

Investments

(Cost

$29,995,667

)

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

29,982,667

a

Total

Investments

(Cost

$2,526,505,131)

99.7%

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

$3,181,129,035

Other

Assets,

less

Liabilities

0.3%

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

9,859,272

Net

Assets

100.0%

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

$3,190,988,307

a

a

a

Franklin

Mutual

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Beacon

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statements.

52

See

A

bbreviations

on

page

145

.

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

†

Rounds

to

less

than

0.1%

of

net

assets.

a

Fair

valued

using

significant

unobservable

inputs.

See

Note

15

regarding

fair

value

measurements.

b

Non-income

producing.

c

See

Note

10

regarding

restricted

securities.

d

Contingent

distributions

represent

the

right

to

receive

additional

distributions,

if

any,

during

the

reorganization

of

the

underlying

company.

Shares

represent

total

underlying

principal

of

debt

securities.

e

The

security

was

issued

on

a

discount

basis

with

no

stated

coupon

rate.

Franklin

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statements.

Annual

Report

53

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

Z

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$23.72

$25.51

$20.89

$22.78

$19.46

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.56

0.61

0.46

0.18

0.38

Net

realized

and

unrealized

gains

(losses)

...........

2.34

(1.83)

4.54

(1.72)

3.38

Total

from

investment

operations

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

2.90

(1.22)

5.00

(1.54)

3.76

Less

distributions

from:

Net

investment

income

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

(0.64)

(0.57)

(0.38)

(0.35)

(0.44)

Net

asset

value,

end

of

year

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

$25.98

$23.72

$25.51

$20.89

$22.78

Total

return

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

12.30%

(4.76)%

23.98%

(6.70)%

19.32%

Ratios

to

average

net

assets

Expenses

c

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

1.08%

d

1.06%

d

1.12%

d

1.14%

d

1.10%

Net

investment

income

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

2.36%

2.54%

1.87%

0.99%

1.80%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$113,698

$114,507

$128,352

$104,183

$139,189

Portfolio

turnover

rate

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

18.21%

31.16%

28.64%

28.18%

17.06%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

d

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

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Series

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Highlights

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accompanying

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part

of

these

financial

statements.

54

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$23.80

$25.59

$20.95

$22.85

$19.52

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.50

0.55

0.40

0.26

0.33

Net

realized

and

unrealized

gains

(losses)

...........

2.35

(1.83)

4.56

(1.86)

3.38

Total

from

investment

operations

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

2.85

(1.28)

4.96

(1.60)

3.71

Less

distributions

from:

Net

investment

income

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

(0.58)

(0.51)

(0.32)

(0.30)

(0.38)

Net

asset

value,

end

of

year

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

$26.07

$23.80

$25.59

$20.95

$22.85

Total

return

c

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

12.03%

(4.99)%

23.70%

(6.95)%

19.06%

Ratios

to

average

net

assets

Expenses

d

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

1.32%

e

1.31%

e

1.37%

e

1.39%

e

1.35%

Net

investment

income

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

2.10%

2.30%

1.62%

1.42%

1.55%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$224,751

$230,921

$259,203

$209,222

$278,968

Portfolio

turnover

rate

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

18.21%

31.16%

28.64%

28.18%

17.06%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

d

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

e

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Financial

Services

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accompanying

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integral

part

of

these

financial

statements.

Annual

Report

55

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$23.68

$25.41

$20.78

$22.65

$19.32

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.33

0.38

0.20

0.12

0.18

Net

realized

and

unrealized

gains

(losses)

...........

2.31

(1.83)

4.52

(1.86)

3.32

Total

from

investment

operations

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

2.64

(1.45)

4.72

(1.74)

3.50

Less

distributions

from:

Net

investment

income

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

(0.31)

(0.28)

(0.09)

(0.13)

(0.17)

Net

asset

value,

end

of

year

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

$26.01

$23.68

$25.41

$20.78

$22.65

Total

return

c

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

11.21%

(5.71)%

22.74%

(7.66)%

18.15%

Ratios

to

average

net

assets

Expenses

d

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

2.07%

e

2.07%

e

2.12%

e

2.14%

e

2.10%

Net

investment

income

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

1.41%

1.58%

0.83%

0.69%

0.80%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$12,088

$18,260

$25,503

$27,498

$46,132

Portfolio

turnover

rate

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

18.21%

31.16%

28.64%

28.18%

17.06%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

d

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

e

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

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Series

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Financial

Highlights

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part

of

these

financial

statements.

56

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$23.88

$25.68

$21.03

$22.93

$19.58

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.57

0.62

0.47

0.33

0.42

Net

realized

and

unrealized

gains

(losses)

...........

2.39

(1.82)

4.58

(1.85)

3.40

Total

from

investment

operations

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

2.96

(1.20)

5.05

(1.52)

3.82

Less

distributions

from:

Net

investment

income

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

(0.67)

(0.60)

(0.40)

(0.38)

(0.47)

Net

asset

value,

end

of

year

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

$26.17

$23.88

$25.68

$21.03

$22.93

Total

return

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

12.45%

(4.66)%

24.09%

(6.57)%

19.51%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

1.09%

1.08%

1.19%

1.16%

1.05%

Expenses

net

of

waiver

and

payments

by

affiliates

c

......

1.00%

0.95%

1.02%

1.02%

0.97%

Net

investment

income

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

2.42%

2.55%

1.89%

1.83%

1.93%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$4,097

$2,086

$2,995

$2,191

$2,931

Portfolio

turnover

rate

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

18.21%

31.16%

28.64%

28.18%

17.06%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Schedule

of

Investments,

December

31,

2023

Franklin

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a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

96.3%

Banks

38.1%

a

AB&T

Financial

Corp.

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

United

States

226,100

$

113,615

Bank

of

America

Corp.

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

United

States

227,849

7,671,676

b

BAWAG

Group

AG,

144A,

Reg

S

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

Austria

77,389

4,096,069

BNP

Paribas

SA

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

France

151,062

10,492,032

CaixaBank

SA

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

Spain

1,687,020

6,948,664

Citizens

Financial

Group,

Inc.

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

United

States

315,402

10,452,422

Columbia

Banking

System,

Inc.

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

United

States

490,312

13,081,524

DBS

Group

Holdings

Ltd.

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

Singapore

147,729

3,736,177

ING

Groep

NV

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

Netherlands

727,182

10,905,246

JPMorgan

Chase

&

Co.

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

United

States

88,808

15,106,241

Mitsubishi

UFJ

Financial

Group,

Inc.

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

Japan

378,598

3,249,756

PNC

Financial

Services

Group,

Inc.

(The)

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

United

States

88,856

13,759,352

Synovus

Financial

Corp.

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

United

States

278,537

10,486,918

UniCredit

SpA

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

Italy

463,323

12,617,856

Wells

Fargo

&

Co.

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

United

States

249,747

12,292,547

135,010,095

Capital

Markets

6.3%

BlackRock,

Inc.

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

United

States

13,185

10,703,583

Deutsche

Bank

AG

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

Germany

855,644

11,682,063

22,385,646

Consumer

Finance

3.8%

Capital

One

Financial

Corp.

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

United

States

102,586

13,451,076

Financial

Services

10.1%

c

Fiserv,

Inc.

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

United

States

79,647

10,580,307

Global

Payments,

Inc.

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

United

States

87,569

11,121,263

Voya

Financial,

Inc.

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

United

States

193,854

14,143,588

35,845,158

Household

Durables

3.6%

Cairn

Homes

plc

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

Ireland

8,521,149

12,574,988

Insurance

27.1%

ASR

Nederland

NV

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

Netherlands

325,696

15,387,943

China

Pacific

Insurance

Group

Co.

Ltd.,

H

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

China

2,084,821

4,217,151

Conduit

Holdings

Ltd.

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

United

States

1,785,410

10,674,631

Everest

Group

Ltd.

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

United

States

38,311

13,546,003

Hartford

Financial

Services

Group,

Inc.

(The)

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

United

States

171,698

13,801,085

International

General

Insurance

Holdings

Ltd.

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

Jordan

971,616

12,514,414

MetLife,

Inc.

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

United

States

125,861

8,323,188

NN

Group

NV

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

Netherlands

326,430

12,902,549

Progressive

Corp.

(The)

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

United

States

29,722

4,734,120

96,101,084

Professional

Services

1.8%

SS&C

Technologies

Holdings,

Inc.

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

United

States

103,672

6,335,396

Real

Estate

Management

&

Development

2.6%

c

CBRE

Group,

Inc.,

A

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

United

States

42,882

3,991,885

Savills

plc

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

United

Kingdom

429,290

5,302,939

9,294,824

Trading

Companies

&

Distributors

2.9%

c

AerCap

Holdings

NV

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

Ireland

140,018

10,406,138

Total

Common

Stocks

(Cost

$259,876,401)

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

341,404,405

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Financial

Services

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

58

At

December

31,

2023,

the

Fund

had

the

following futures

contracts

outstanding.

See

Not

e

1(d).

Short

Term

Investments

3.8%

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

U.S.

Government

and

Agency

Securities

3.8%

d

FHLB,

1/02/24

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

United

States

13,000,000

$

12,992,489

d,e

U.S.

Treasury

Bills,

5/30/24

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

United

States

500,000

489,563

Total

U.S.

Government

and

Agency

Securities

(Cost

$13,487,320)

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

13,482,052

Total

Short

Term

Investments

(Cost

$13,487,320

)

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

13,482,052

a

Total

Investments

(Cost

$273,363,721)

100.1%

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

$354,886,457

Other

Assets,

less

Liabilities

(0.1)%

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

(252,963)

Net

Assets

100.0%

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

$354,633,494

a

a

a

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

a

See

Note

12

regarding

holdings

of

5%

voting

securities.

b

Security

was

purchased

pursuant

to

Rule

144A

or

Regulation

S

under

the

Securities

Act

of

1933.

144A

securities

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.

Regulation

S

securities

cannot

be

sold

in

the

United

States

without

either

an

effective

registration

statement

filed

pursuant

to

the

Securities

Act

of

1933,

or

pursuant

to

an

exemption

from

registration.

At

December

31,

2023,

the

value

of

this

security

was

$4,096,069,

representing

1.2%

of

net

assets.

c

Non-income

producing.

d

The

security

was

issued

on

a

discount

basis

with

no

stated

coupon

rate.

e

A

portion

or

all

of

the

security

has

been

segregated

as

collateral

for

open

forward

exchange

contracts.

At

December

31,

2023,

the

value

of

this

security

pledged

amounted

to

$456,273,

representing

0.1%

of

net

assets.

Futures

Contracts

Description

Type

Number

of

Contracts

Notional

Amount

*

Expiration

Date

Value/

Unrealized

Appreciation

(Depreciation)

Foreign

exchange

contracts

Foreign

Exchange

EUR/USD

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

Short

62

$

8,583,125

3/18/24

$

(209,093)

Foreign

Exchange

GBP/USD

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

Short

56

4,462,850

3/18/24

(67,164)

Total

Futures

Contracts

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

$(276,257)

*

As

of

period

end.

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Financial

Services

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

59

At

December

31,

2023,

the

Fund

had

the

following

forward

exchange

contracts

outstanding.

See

Not

e

1(d).

See

Note 11 regarding

other

derivative

information.

See

Abbreviations

on

page

145

.

Forward

Exchange

Contracts

Currency

Counter-

party

a

Type

Quantity

Contract

Amount

*

Settlement

Date

Unrealized

Appreciation

Unrealized

Depreciation

a

a

a

a

a

a

a

a

OTC

Forward

Exchange

Contracts

Euro

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

BOFA

Sell

808,140

881,791

1/11/24

$

—

$

(10,783)

Euro

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

HSBK

Buy

146,096

154,082

1/11/24

7,278

—

Euro

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

HSBK

Sell

298,895

325,961

1/11/24

—

(4,163)

Euro

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

SSBT

Sell

800,664

905,094

1/11/24

20,777

—

Euro

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

UBSW

Buy

762,945

804,954

1/11/24

37,702

—

Euro

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

UBSW

Sell

24,818,545

27,340,357

1/11/24

9,774

(81,000)

Euro

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

WFLA

Sell

1,585,000

1,702,757

1/11/24

—

(47,844)

British

Pound

......

BOFA

Buy

286,800

364,672

1/17/24

971

—

British

Pound

......

BOFA

Sell

200,000

253,531

1/17/24

—

(1,450)

British

Pound

......

UBSW

Buy

164,318

199,630

1/17/24

9,860

—

British

Pound

......

UBSW

Sell

6,229,694

7,599,163

1/17/24

—

(343,105)

British

Pound

......

WFLA

Sell

575,397

726,232

1/17/24

—

(7,345)

Japanese

Yen

......

UBSW

Buy

14,250,297

100,835

2/20/24

1,028

—

Japanese

Yen

......

UBSW

Sell

231,838,319

1,559,610

2/20/24

—

(97,605)

Japanese

Yen

......

WFLA

Sell

236,161,681

1,589,266

2/20/24

—

(98,854)

Total

Forward

Exchange

Contracts

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

$87,390

$(692,149)

Net

unrealized

appreciation

(depreciation)

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

$(604,759)

*

In

U.S.

dollars

unless

otherwise

indicated.

a

May

be

comprised

of

multiple

contracts

with

the

same

counterparty,

currency

and

settlement

date.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Global

Discovery

Fund

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

60

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

Z

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$27.18

$31.58

$28.77

$31.19

$26.86

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.53

0.59

c

0.42

0.96

d

0.67

Net

realized

and

unrealized

gains

(losses)

...........

5.00

(2.20)

5.15

(2.38)

5.91

Total

from

investment

operations

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

5.53

(1.61)

5.57

(1.42)

6.58

Less

distributions

from:

Net

investment

income

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

(0.49)

(0.56)

(0.81)

(0.83)

(0.70)

Net

realized

gains

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

(1.68)

(2.23)

(1.95)

(0.17)

(1.55)

Total

distributions

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

(2.17)

(2.79)

(2.76)

(1.00)

(2.25)

Net

asset

value,

end

of

year

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

$30.54

$27.18

$31.58

$28.77

$31.19

Total

return

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

20.54%

(4.70)%

19.67%

(4.38)%

24.70%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

e

.....

0.96%

0.95%

1.04%

1.03%

1.00%

Expenses

net

of

waiver

and

payments

by

affiliates

e,f

.....

0.96%

0.95%

g

1.02%

1.03%

g

1.00%

g

Expenses

-

incurred

in

connection

with

securities

sold

short

—%

h

—%

h

0.02%

0.01%

0.02%

Net

investment

income

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

1.78%

1.98%

c

1.28%

3.66%

d

2.20%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$3,113,311

$2,857,597

$3,355,158

$3,274,956

$5,176,787

Portfolio

turnover

rate

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

35.47%

53.26%

40.67%

17.25%

14.08%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.08

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.71%.

d

Net

investment

income

per

share

includes

approximately

$0.43

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

2.02%.

e

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

g

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

h

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Global

Discovery

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

61

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$26.44

$30.81

$28.12

$30.51

$26.32

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.44

0.50

c

0.33

0.86

d

0.58

Net

realized

and

unrealized

gains

(losses)

...........

4.86

(2.15)

5.04

(2.32)

5.78

Total

from

investment

operations

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

5.30

(1.65)

5.37

(1.46)

6.36

Less

distributions

from:

Net

investment

income

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

(0.42)

(0.49)

(0.73)

(0.76)

(0.62)

Net

realized

gains

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

(1.68)

(2.23)

(1.95)

(0.17)

(1.55)

Total

distributions

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

(2.10)

(2.72)

(2.68)

(0.93)

(2.17)

Net

asset

value,

end

of

year

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

$29.64

$26.44

$30.81

$28.12

$30.51

Total

return

e

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

20.22%

(4.95)%

19.40%

(4.61)%

24.37%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

f

......

1.21%

1.20%

1.29%

1.28%

1.25%

Expenses

net

of

waiver

and

payments

by

affiliates

f,g

.....

1.21%

1.20%

h

1.27%

1.28%

h

1.25%

h

Expenses

-

incurred

in

connection

with

securities

sold

short

—%

i

—%

i

0.02%

0.01%

0.02%

Net

investment

income

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

1.54%

1.72%

c

1.03%

3.39%

d

1.95%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$5,169,284

$4,749,259

$5,618,446

$5,358,016

$7,683,644

Portfolio

turnover

rate

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

35.47%

53.26%

40.67%

17.25%

14.08%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.08

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.45%.

d

Net

investment

income

per

share

includes

approximately

$0.42

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.75%.

e

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

f

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Global

Discovery

Fund

(continued)

franklintempleton.com

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The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

62

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$26.60

$30.92

$28.12

$30.46

$26.25

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.23

0.28

c

0.09

0.67

d

0.36

Net

realized

and

unrealized

gains

(losses)

...........

4.86

(2.13)

5.04

(2.34)

5.74

Total

from

investment

operations

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

5.09

(1.85)

5.13

(1.67)

6.10

Less

distributions

from:

Net

investment

income

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

(0.13)

(0.24)

(0.38)

(0.50)

(0.34)

Net

realized

gains

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

(1.68)

(2.23)

(1.95)

(0.17)

(1.55)

Total

distributions

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

(1.81)

(2.47)

(2.33)

(0.67)

(1.89)

Net

asset

value,

end

of

year

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

$29.88

$26.60

$30.92

$28.12

$30.46

Total

return

e

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

19.30%

(5.63)%

18.50%

(5.32)%

23.43%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

f

......

1.96%

1.95%

2.04%

2.03%

2.00%

Expenses

net

of

waiver

and

payments

by

affiliates

f

,

g

.....

1.96%

1.95%

h

2.02%

2.03%

h

2.00%

h

Expenses

-

incurred

in

connection

with

securities

sold

short

—%

i

—%

i

0.02%

0.01%

0.02%

Net

investment

income

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

0.80%

0.97%

c

0.29%

2.66%

d

1.20%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$173,812

$221,344

$335,605

$494,606

$872,717

Portfolio

turnover

rate

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

35.47%

53.26%

40.67%

17.25%

14.08%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.08

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.70%.

d

Net

investment

income

per

share

includes

approximately

$0.42

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.01%.

e

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

f

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Global

Discovery

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

63

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$26.00

$30.34

$27.70

$30.08

$25.97

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.36

0.42

c

0.24

0.78

d

0.50

Net

realized

and

unrealized

gains

(losses)

...........

4.77

(2.11)

4.97

(2.29)

5.69

Total

from

investment

operations

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

5.13

(1.69)

5.21

(1.51)

6.19

Less

distributions

from:

Net

investment

income

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

(0.34)

(0.42)

(0.62)

(0.70)

(0.53)

Net

realized

gains

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

(1.68)

(2.23)

(1.95)

(0.17)

(1.55)

Total

distributions

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

(2.02)

(2.65)

(2.57)

(0.87)

(2.08)

Net

asset

value,

end

of

year

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

$29.11

$26.00

$30.34

$27.70

$30.08

Total

return

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

19.92%

(5.17)%

19.10%

(4.87)%

24.09%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

e

.....

1.46%

1.45%

1.54%

1.53%

1.50%

Expenses

net

of

waiver

and

payments

by

affiliates

e

,

f

.....

1.46%

1.45%

g

1.52%

1.53%

g

1.50%

g

Expenses

-

incurred

in

connection

with

securities

sold

short

—%

h

—%

h

0.02%

0.01%

0.02%

Net

investment

income

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

1.29%

1.47%

c

0.79%

3.13%

d

1.70%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$114,920

$109,826

$136,983

$175,393

$251,089

Portfolio

turnover

rate

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

35.47%

53.26%

40.67%

17.25%

14.08%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.08

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.20%.

d

Net

investment

income

per

share

includes

approximately

$0.41

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.48%.

e

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

g

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

h

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Global

Discovery

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

64

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$27.16

$31.57

$28.75

$31.17

$26.85

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.56

0.62

c

0.44

0.97

d

0.70

Net

realized

and

unrealized

gains

(losses)

...........

5.00

(2.21)

5.18

(2.35)

5.90

Total

from

investment

operations

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

5.56

(1.59)

5.62

(1.38)

6.60

Less

distributions

from:

Net

investment

income

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

(0.52)

(0.59)

(0.85)

(0.87)

(0.73)

Net

realized

gains

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

(1.68)

(2.23)

(1.95)

(0.17)

(1.55)

Total

distributions

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

(2.20)

(2.82)

(2.80)

(1.04)

(2.28)

Net

asset

value,

end

of

year

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

$30.52

$27.16

$31.57

$28.75

$31.17

Total

return

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

20.65%

(4.65)%

19.84%

(4.27)%

24.80%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

e

.....

0.89%

0.86%

0.95%

0.92%

0.90%

Expenses

net

of

waiver

and

payments

by

affiliates

e

,

f

.....

0.89%

0.86%

g

0.92%

0.92%

g

0.89%

Expenses

-

incurred

in

connection

with

securities

sold

short

—%

h

—%

h

0.02%

0.01%

0.02%

Net

investment

income

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

1.90%

2.07%

1.35%

3.73%

d

2.31%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$498,705

$525,379

$653,091

$843,143

$1,295,457

Portfolio

turnover

rate

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

35.47%

53.26%

40.67%

17.25%

14.08%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.08

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.79%.

d

Net

investment

income

per

share

includes

approximately

$0.43

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

2.08%.

e

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

g

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

h

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Schedule

of

Investments,

December

31,

2023

Franklin

Mutual

Global

Discovery

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

65

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

95.6%

Aerospace

&

Defense

1.5%

Airbus

SE

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

France

893,167

$

138,002,676

Air

Freight

&

Logistics

1.9%

United

Parcel

Service,

Inc.,

B

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

United

States

1,108,867

174,347,158

Automobile

Components

1.9%

Denso

Corp.

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

Japan

11,188,212

167,991,083

a,b,c

International

Automotive

Components

Group

Brazil

LLC

........

Brazil

3,819,425

112,684

168,103,767

Automobiles

2.0%

General

Motors

Co.

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

United

States

5,053,896

181,535,944

Banks

7.1%

BNP

Paribas

SA

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

France

2,777,875

192,937,695

DBS

Group

Holdings

Ltd.

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

Singapore

6,214,414

157,167,181

JPMorgan

Chase

&

Co.

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

United

States

958,351

163,015,505

PNC

Financial

Services

Group,

Inc.

(The)

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

United

States

866,921

134,242,717

647,363,098

Building

Products

1.7%

Johnson

Controls

International

plc

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

United

States

2,594,051

149,521,100

Capital

Markets

1.7%

BlackRock,

Inc.

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

United

States

184,936

150,131,045

Chemicals

1.7%

b,d

Covestro

AG,

144A,

Reg

S

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

Germany

2,661,508

155,112,129

Consumer

Finance

1.9%

Capital

One

Financial

Corp.

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

United

States

1,303,695

170,940,488

Consumer

Staples

Distribution

&

Retail

1.9%

Seven

&

i

Holdings

Co.

Ltd.

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

Japan

4,429,188

175,203,497

Diversified

Telecommunication

Services

2.5%

Deutsche

Telekom

AG

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

Germany

9,403,771

226,128,431

Electrical

Equipment

1.6%

Mitsubishi

Electric

Corp.

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

Japan

10,463,269

148,019,608

Energy

Equipment

&

Services

1.8%

Schlumberger

NV

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

United

States

3,088,169

160,708,315

Entertainment

1.8%

b

Walt

Disney

Co.

(The)

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

United

States

1,790,212

161,638,241

Financial

Services

6.0%

b

Fiserv,

Inc.

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

United

States

1,209,961

160,731,219

Global

Payments,

Inc.

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

United

States

1,678,027

213,109,429

Voya

Financial,

Inc.

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

United

States

2,284,522

166,678,725

540,519,373

Food

Products

3.8%

Danone

SA

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

France

2,525,645

163,882,476

Kraft

Heinz

Co.

(The)

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

United

States

4,796,388

177,370,428

341,252,904

Health

Care

Equipment

&

Supplies

2.3%

Medtronic

plc

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

United

States

2,559,403

210,843,619

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Global

Discovery

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

66

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Health

Care

Providers

&

Services

7.4%

CVS

Health

Corp.

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

United

States

2,631,984

$

207,821,457

Elevance

Health,

Inc.

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

United

States

406,620

191,745,727

Fresenius

SE

&

Co.

KGaA

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

Germany

4,797,473

148,720,495

Humana,

Inc.

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

United

States

272,274

124,649,760

672,937,439

Household

Durables

1.4%

DR

Horton,

Inc.

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

United

States

859,985

130,700,520

Household

Products

1.5%

Reckitt

Benckiser

Group

plc

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

United

Kingdom

1,955,133

134,926,717

Industrial

Conglomerates

2.1%

Siemens

AG

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

Germany

1,028,136

192,914,092

Insurance

3.6%

Everest

Group

Ltd.

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

United

States

406,199

143,623,842

NN

Group

NV

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

Netherlands

4,664,045

184,352,134

327,975,976

Interactive

Media

&

Services

0.9%

b

Meta

Platforms,

Inc.,

A

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

United

States

233,221

82,550,905

IT

Services

1.9%

Capgemini

SE

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

France

810,650

169,442,064

Machinery

1.4%

Parker-Hannifin

Corp.

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

United

States

274,076

126,266,813

Media

2.0%

b

Charter

Communications,

Inc.,

A

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

United

States

472,323

183,582,504

Metals

&

Mining

1.7%

Rio

Tinto

plc

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

Australia

2,095,517

155,885,231

Oil,

Gas

&

Consumable

Fuels

5.7%

BP

plc

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

United

Kingdom

25,433,104

150,787,013

Shell

plc

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

Netherlands

6,819,341

223,251,182

Williams

Cos.,

Inc.

(The)

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

United

States

4,220,869

147,012,867

521,051,062

Personal

Care

Products

3.5%

Haleon

plc

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

United

States

40,164,536

164,463,895

Kenvue

,

Inc.

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

United

States

7,033,308

151,427,121

315,891,016

Pharmaceuticals

6.3%

GSK

plc

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

United

States

9,960,009

183,975,089

Merck

&

Co.,

Inc.

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

United

States

1,680,411

183,198,407

Novartis

AG,

ADR

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

Switzerland

2,028,207

204,788,061

571,961,557

Real

Estate

Management

&

Development

1.8%

b

CBRE

Group,

Inc.,

A

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

United

States

1,764,377

164,245,855

Semiconductors

&

Semiconductor

Equipment

1.4%

b

Renesas

Electronics

Corp.

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

Japan

6,972,247

124,692,618

Technology

Hardware,

Storage

&

Peripherals

2.0%

Samsung

Electronics

Co.

Ltd.

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

South

Korea

3,043,126

183,715,311

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Global

Discovery

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

67

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Textiles,

Apparel

&

Luxury

Goods

2.2%

b

Capri

Holdings

Ltd.

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

United

States

1,006,819

$

50,582,587

Cie

Financiere

Richemont

SA

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

Switzerland

1,066,481

147,297,995

197,880,582

Tobacco

1.6%

British

American

Tobacco

plc

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

United

Kingdom

5,092,568

149,021,930

Trading

Companies

&

Distributors

4.1%

b

AerCap

Holdings

NV

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

Ireland

2,785,869

207,045,784

Ferguson

plc

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

United

States

834,979

161,209,396

368,255,180

Total

Common

Stocks

(Cost

$6,555,554,672)

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

8,673,268,765

Principal

Amount

*

Corporate

Bonds

0.6%

Pharmaceuticals

0.4%

d

Bausch

Health

Americas,

Inc.

,

Senior

Note,

144A,

9.25%,

4/01/26

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

United

States

33,966,000

31,116,812

Senior

Note,

144A,

8.5%,

1/31/27

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

United

States

15,606,000

8,582,650

d

Bausch

Health

Cos.,

Inc.

,

Senior

Note

,

144A,

9

%

,

12/15/25

......

United

States

1,290,000

1,206,769

40,906,231

Professional

Services

0.1%

d

CoreLogic,

Inc.

,

Senior

Secured

Note

,

144A,

4.5

%

,

5/01/28

......

United

States

12,662,000

11,104,384

Software

0.1%

d

Veritas

US,

Inc.

/

Veritas

Bermuda

Ltd.

,

Senior

Secured

Note

,

144A,

7.5

%

,

9/01/25

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

United

States

8,153,000

6,737,195

Total

Corporate

Bonds

(Cost

$68,533,269)

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

58,747,810

e

Senior

Floating

Rate

Interests

1.7%

Commercial

Services

&

Supplies

0.8%

f

Neptune

BidCo

US,

Inc.

,

First

Lien,

CME

Term

Loan,

A,

10.257%,

(3-month

SOFR

+

4.75%),

10/11/28

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

United

States

48,566,945

44,473,480

First

Lien,

Dollar

CME

Term

Loan,

B,

10.507%,

(3-month

SOFR

+

5%),

4/11/29

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

United

States

25,527,860

23,386,328

67,859,808

a

a

a

a

a

a

Professional

Services

0.4%

f,g

CoreLogic,

Inc.

,

First

Lien,

Initial

Term

Loan

,

8.97

%

,

(

1-month

SOFR

+

3.5

%

),

6/02/28

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

United

States

40,558,699

39,578,598

Specialty

Retail

0.5%

f,g

Michaels

Cos.,

Inc.

(The)

,

Term

Loan,

B

,

9.86

%

,

(

3-month

SOFR

+

4.25

%

),

4/15/28

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

United

States

52,427,093

43,724,196

Total

Senior

Floating

Rate

Interests

(Cost

$148,391,262)

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

151,162,602

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Global

Discovery

Fund

(continued)

franklintempleton.com

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The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

68

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Companies

in

Liquidation

0.0%

a,b,h

Walter

Energy,

Inc.,

Litigation

Trust,

Contingent

Distribution

......

United

States

30,996,000

$

—

Total

Companies

in

Liquidation

(Cost

$–)

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

—

Total

Long

Term

Investments

(Cost

$6,772,479,203)

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

8,883,179,177

a

Short

Term

Investments

2.2%

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

U.S.

Government

and

Agency

Securities

2.2%

i

FHLB,

1/02/24

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

United

States

185,900,000

185,792,591

i,j

U.S.

Treasury

Bills

,

3/12/24

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

United

States

5,000,000

4,949,512

6/13/24

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

United

States

10,000,000

9,771,523

14,721,035

Total

U.S.

Government

and

Agency

Securities

(Cost

$200,590,110)

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

200,513,626

Total

Short

Term

Investments

(Cost

$200,590,110

)

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

200,513,626

a

Total

Investments

(Cost

$6,973,069,313)

100.1%

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

$9,083,692,803

Other

Assets,

less

Liabilities

(0.1)%

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

(13,659,212)

Net

Assets

100.0%

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

$9,070,033,591

a

a

a

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

a

Fair

valued

using

significant

unobservable

inputs.

See

Note

15

regarding

fair

value

measurements.

b

Non-income

producing.

c

See

Note

10

regarding

restricted

securities.

d

Security

was

purchased

pursuant

to

Rule

144A

or

Regulation

S

under

the

Securities

Act

of

1933.

144A

securities

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.

Regulation

S

securities

cannot

be

sold

in

the

United

States

without

either

an

effective

registration

statement

filed

pursuant

to

the

Securities

Act

of

1933,

or

pursuant

to

an

exemption

from

registration.

At

December

31,

2023,

the

aggregate

value

of

these

securities

was

$213,859,939,

representing

2.4%

of

net

assets.

e

See

Note

1(g)

regarding

senior

floating

rate

interests.

f

The

coupon

rate

shown

represents

the

rate

inclusive

of

any

caps

or

floors,

if

applicable,

in

effect

at

period

end.

g

A

portion

or

all

of

the

security

purchased

on

a

delayed

delivery

basis.

See

Note

1(c).

h

Contingent

distributions

represent

the

right

to

receive

additional

distributions,

if

any,

during

the

reorganization

of

the

underlying

company.

Shares

represent

total

underlying

principal

of

debt

securities.

i

The

security

was

issued

on

a

discount

basis

with

no

stated

coupon

rate.

j

A

portion

or

all

of

the

security

has

been

segregated

as

collateral

for

open

forward

exchange

contracts.

At

December

31,

2023,

the

aggregate

value

of

these

securities

pledged

amounted

to

$10,902,325,

representing

0.1%

of

net

assets.

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Global

Discovery

Fund

(continued)

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The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

69

At

December

31,

2023,

the

Fund

had

the

following futures

contracts

outstanding.

See

Note

1(d).

At

December

31,

2023,

the

Fund

had

the

following

forward

exchange

contracts

outstanding.

See

Note

1

(

d

). 

See

Note 

11

 regarding

other

derivative

information.

Futures

Contracts

Description

Type

Number

of

Contracts

Notional

Amount

*

Expiration

Date

Value/

Unrealized

Appreciation

(Depreciation)

Foreign

exchange

contracts

Foreign

Exchange

EUR/USD

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

Short

1,915

$

265,107,812

3/18/24

$

(6,458,280)

Foreign

Exchange

GBP/USD

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

Short

319

25,422,306

3/18/24

(382,591)

Total

Futures

Contracts

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

$(6,840,871)

*

As

of

period

end.

Forward

Exchange

Contracts

Currency

Counter-

party

a

Type

Quantity

Contract

Amount

*

Settlement

Date

Unrealized

Appreciation

Unrealized

Depreciation

a

a

a

a

a

a

a

a

OTC

Forward

Exchange

Contracts

Euro

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

BOFA

Sell

7,716,344

8,419,530

1/11/24

$

—

$

(103,016)

Euro

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

HSBK

Buy

22,738,975

24,155,126

1/11/24

959,614

—

Euro

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

HSBK

Sell

18,650,712

20,667,693

1/11/24

100,122

(31,767)

Euro

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

UBSW

Buy

15,103,624

15,932,734

1/11/24

748,916

—

Euro

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

UBSW

Sell

131,737,634

145,023,524

1/11/24

—

(478,052)

Euro

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

WFLA

Sell

504,192

552,957

1/11/24

—

(3,912)

British

Pound

......

BOFA

Buy

91,666

116,201

1/17/24

664

—

British

Pound

......

BOFA

Sell

333,907

424,570

1/17/24

—

(1,130)

British

Pound

......

HSBK

Buy

960,983

1,209,791

1/17/24

15,371

—

British

Pound

......

UBSW

Buy

527,081

640,350

1/17/24

31,628

—

British

Pound

......

UBSW

Sell

16,301,903

19,853,599

1/17/24

—

(929,778)

Japanese

Yen

......

BOFA

Sell

344,673,340

2,357,047

2/20/24

—

(106,730)

Japanese

Yen

......

UBSW

Sell

23,438,188,773

158,434,134

2/20/24

—

(9,105,556)

Japanese

Yen

......

WFLA

Sell

20,194,498,011

135,900,201

2/20/24

—

(8,453,100)

South

Korean

Won

..

HSBK

Sell

79,886,507,384

61,308,080

5/07/24

—

(823,491)

South

Korean

Won

..

UBSW

Sell

81,361,131,541

62,381,546

5/07/24

—

(896,911)

Total

Forward

Exchange

Contracts

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

$1,856,315

$(20,933,443)

Net

unrealized

appreciation

(depreciation)

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

$(19,077,128)

*

In

U.S.

dollars

unless

otherwise

indicated.

a

May

be

comprised

of

multiple

contracts

with

the

same

counterparty,

currency

and

settlement

date.

See

Abbreviations

on

page

145

.

Franklin

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Series

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of

these

financial

statements.

70

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

Z

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$21.07

$21.91

$19.49

$21.31

$17.89

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.50

0.60

0.58

0.56

c

0.54

Net

realized

and

unrealized

gains

(losses)

...........

2.94

(0.74)

2.61

(1.92)

3.46

Total

from

investment

operations

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

3.44

(0.14)

3.19

(1.36)

4.00

Less

distributions

from:

Net

investment

income

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

(0.54)

(0.70)

(0.77)

(0.46)

(0.58)

Net

asset

value,

end

of

year

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

$23.97

$21.07

$21.91

$19.49

$21.31

Total

return

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

16.49%

(0.51)%

16.49%

(6.23)%

22.28%

Ratios

to

average

net

assets

Expenses

d

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

0.97%

e

1.00%

e

1.07%

e

1.08%

e

1.04%

Net

investment

income

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

2.23%

2.87%

2.71%

3.19%

c

2.77%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$480,409

$414,151

$457,644

$450,864

$789,012

Portfolio

turnover

rate

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

58.49%

32.10%

32.03%

24.04%

12.16%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.30

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.48%.

d

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

e

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

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Mutual

International

Value

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The

accompanying

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are

an

integral

part

of

these

financial

statements.

Annual

Report

71

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$20.41

$21.24

$18.91

$20.67

$17.37

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.44

0.53

0.51

0.54

c

0.49

Net

realized

and

unrealized

gains

(losses)

...........

2.82

(0.72)

2.54

(1.91)

3.33

Total

from

investment

operations

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

3.26

(0.19)

3.05

(1.37)

3.82

Less

distributions

from:

Net

investment

income

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

(0.48)

(0.64)

(0.72)

(0.39)

(0.52)

Net

asset

value,

end

of

year

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

$23.19

$20.41

$21.24

$18.91

$20.67

Total

return

d

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

16.16%

(0.73)%

16.23%

(6.50)%

21.98%

Ratios

to

average

net

assets

Expenses

e

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

1.22%

f

1.25%

f

1.32%

f

1.33%

f

1.29%

Net

investment

income

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

1.99%

2.60%

2.45%

3.14%

c

2.52%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$287,258

$256,163

$281,685

$272,579

$512,218

Portfolio

turnover

rate

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

58.49%

32.10%

32.03%

24.04%

12.16%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.44%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Mutual

Series

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The

accompanying

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are

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part

of

these

financial

statements.

72

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$20.83

$21.60

$19.17

$20.93

$17.56

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.30

0.39

0.38

0.38

c

0.35

Net

realized

and

unrealized

gains

(losses)

...........

2.85

(0.73)

2.54

(1.90)

3.35

Total

from

investment

operations

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

3.15

(0.34)

2.92

(1.52)

3.70

Less

distributions

from:

Net

investment

income

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

(0.26)

(0.43)

(0.49)

(0.24)

(0.33)

Net

asset

value,

end

of

year

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

$23.72

$20.83

$21.60

$19.17

$20.93

Total

return

d

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

15.24%

(1.42)%

15.32%

(7.15)%

21.01%

Ratios

to

average

net

assets

Expenses

e

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

1.97%

f

2.00%

f

2.07%

f

2.08%

f

2.04%

Net

investment

income

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

1.35%

1.91%

1.83%

2.18%

c

1.77%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$8,769

$15,190

$24,236

$34,693

$61,743

Portfolio

turnover

rate

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

58.49%

32.10%

32.03%

24.04%

12.16%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.47%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

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Series

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Highlights

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International

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The

accompanying

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are

an

integral

part

of

these

financial

statements.

Annual

Report

73

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$19.90

$20.75

$18.49

$20.27

$17.05

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.34

0.44

0.45

0.53

c

0.43

Net

realized

and

unrealized

gains

(losses)

...........

2.79

(0.68)

2.48

(1.92)

3.27

Total

from

investment

operations

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

3.13

(0.24)

2.93

(1.39)

3.70

Less

distributions

from:

Net

investment

income

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

(0.42)

(0.61)

(0.67)

(0.39)

(0.48)

Net

asset

value,

end

of

year

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

$22.61

$19.90

$20.75

$18.49

$20.27

Total

return

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

15.88%

(1.03)%

15.96%

(6.76)%

21.70%

Ratios

to

average

net

assets

Expenses

d

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

1.47%

e

1.49%

e

1.58%

e

1.58%

e

1.54%

Net

investment

income

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

1.58%

2.23%

2.21%

3.19%

c

2.27%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$783

$623

$639

$714

$733

Portfolio

turnover

rate

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

58.49%

32.10%

32.03%

24.04%

12.16%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.48%.

d

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

e

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

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statements.

74

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$21.05

$21.88

$19.47

$21.29

$17.87

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.63

0.62

0.60

0.64

c

0.69

Net

realized

and

unrealized

gains

(losses)

...........

2.81

(0.73)

2.60

(1.97)

3.33

Total

from

investment

operations

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

3.44

(0.11)

3.20

(1.33)

4.02

Less

distributions

from:

Net

investment

income

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

(0.54)

(0.72)

(0.79)

(0.49)

(0.60)

Net

asset

value,

end

of

year

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

$23.95

$21.05

$21.88

$19.47

$21.29

Total

return

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

16.53%

(0.38)%

16.56%

(6.10)%

22.35%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.93%

0.92%

1.02%

1.00%

0.94%

Expenses

net

of

waiver

and

payments

by

affiliates

d

......

0.90%

0.91%

0.99%

0.97%

0.93%

Net

investment

income

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

2.78%

2.96%

2.78%

3.61%

c

2.88%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$9,950

$33,306

$35,798

$33,407

$44,561

Portfolio

turnover

rate

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

58.49%

32.10%

32.03%

24.04%

12.16%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.30

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.91%.

d

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Mutual

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Investments,

December

31,

2023

Franklin

Mutual

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part

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financial

statements.

Annual

Report

75

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

97.6%

Aerospace

&

Defense

4.2%

Airbus

SE

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

France

97,358

$

15,042,724

Babcock

International

Group

plc

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

United

Kingdom

1,954,742

9,828,726

Melrose

Industries

plc

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

United

Kingdom

1,175,719

8,499,549

33,370,999

Automobile

Components

3.9%

Cie

Generale

des

Etablissements

Michelin

SCA

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

France

243,674

8,755,555

Denso

Corp.

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

Japan

1,465,214

22,000,199

30,755,754

Banks

12.6%

BNP

Paribas

SA

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

France

389,540

27,055,555

DBS

Group

Holdings

Ltd.

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

Singapore

947,318

23,958,382

ING

Groep

NV

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

Netherlands

1,296,949

19,449,804

Mitsubishi

UFJ

Financial

Group,

Inc.

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

Japan

1,947,474

16,716,451

UniCredit

SpA

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

Italy

431,387

11,748,130

98,928,322

Beverages

3.6%

Coca-Cola

HBC

AG

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

Italy

384,103

11,279,727

Heineken

NV

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

Netherlands

165,632

16,830,410

28,110,137

Capital

Markets

2.6%

Deutsche

Bank

AG

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

Germany

1,511,298

20,633,674

Chemicals

2.1%

a,b

Covestro

AG,

144A,

Reg

S

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

Germany

282,012

16,435,600

Consumer

Staples

Distribution

&

Retail

2.9%

Seven

&

i

Holdings

Co.

Ltd.

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

Japan

587,501

23,239,526

Diversified

Telecommunication

Services

6.7%

Deutsche

Telekom

AG

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

Germany

859,590

20,670,190

Koninklijke

KPN

NV

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

Netherlands

4,763,768

16,414,023

Nippon

Telegraph

&

Telephone

Corp.

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

Japan

12,689,549

15,497,758

52,581,971

Electrical

Equipment

1.4%

Mitsubishi

Electric

Corp.

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

Japan

780,282

11,038,332

Electronic

Equipment,

Instruments

&

Components

2.6%

Murata

Manufacturing

Co.

Ltd.

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

Japan

979,309

20,698,413

Food

Products

1.1%

Danone

SA

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

France

134,625

8,735,463

Health

Care

Equipment

&

Supplies

2.6%

Olympus

Corp.

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

Japan

1,405,336

20,288,608

Health

Care

Providers

&

Services

1.4%

Fresenius

SE

&

Co.

KGaA

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

Germany

352,305

10,921,369

Household

Durables

2.5%

Sony

Group

Corp.

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

Japan

206,426

19,538,158

Household

Products

0.8%

Reckitt

Benckiser

Group

plc

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

United

Kingdom

96,794

6,679,902

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76

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Independent

Power

and

Renewable

Electricity

Producers

1.9%

RWE

AG

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

Germany

325,105

$

14,798,481

Industrial

Conglomerates

3.0%

Siemens

AG

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

Germany

124,595

23,378,358

Insurance

5.4%

ASR

Nederland

NV

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

Netherlands

427,061

20,177,068

NN

Group

NV

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

Netherlands

573,475

22,667,307

42,844,375

Interactive

Media

&

Services

1.4%

c

Tencent

Holdings

Ltd.

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

China

285,400

10,774,620

IT

Services

2.3%

Capgemini

SE

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

France

87,825

18,357,182

Metals

&

Mining

5.6%

Norsk

Hydro

ASA

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

Norway

2,519,405

16,935,287

Rio

Tinto

plc

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

Australia

366,146

27,237,552

44,172,839

Oil,

Gas

&

Consumable

Fuels

7.2%

BP

plc

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

United

Kingdom

4,159,582

24,661,203

Shell

plc

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

Netherlands

967,868

31,686,005

56,347,208

Personal

Care

Products

2.0%

Haleon

plc

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

United

States

3,802,736

15,571,268

Pharmaceuticals

5.5%

GSK

plc

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

United

States

986,936

18,230,068

Novartis

AG

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

Switzerland

245,732

24,820,033

43,050,101

Semiconductors

&

Semiconductor

Equipment

1.6%

a

Renesas

Electronics

Corp.

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

Japan

718,659

12,852,596

Software

1.0%

a

Check

Point

Software

Technologies

Ltd.

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

Israel

52,679

8,048,824

Technology

Hardware,

Storage

&

Peripherals

3.4%

Samsung

Electronics

Co.

Ltd.

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

South

Korea

445,956

26,922,627

Textiles,

Apparel

&

Luxury

Goods

2.1%

Cie

Financiere

Richemont

SA

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

Switzerland

120,350

16,622,250

Tobacco

1.8%

British

American

Tobacco

plc

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

United

Kingdom

477,429

13,970,828

Trading

Companies

&

Distributors

2.4%

a

AerCap

Holdings

NV

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

Ireland

252,808

18,788,691

Total

Common

Stocks

(Cost

$643,987,910)

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

768,456,476

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77

Short

Term

Investments

2.4%

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

U.S.

Government

and

Agency

Securities

2.4%

d

FHLB,

1/02/24

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

United

States

18,600,000

$

18,589,253

Total

U.S.

Government

and

Agency

Securities

(Cost

$18,597,313)

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

18,589,253

Total

Short

Term

Investments

(Cost

$18,597,313

)

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

18,589,253

a

Total

Investments

(Cost

$662,585,223)

100.0%

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

$787,045,729

Other

Assets,

less

Liabilities

(0.0)

†

%

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

122,578

Net

Assets

100.0%

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

$787,168,307

a

a

a

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

a

Non-income

producing.

b

Security

was

purchased

pursuant

to

Rule

144A

or

Regulation

S

under

the

Securities

Act

of

1933.

144A

securities

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.

Regulation

S

securities

cannot

be

sold

in

the

United

States

without

either

an

effective

registration

statement

filed

pursuant

to

the

Securities

Act

of

1933,

or

pursuant

to

an

exemption

from

registration.

At

December

31,

2023,

the

value

of

this

security

was

$16,435,600,

representing

2.1%

of

net

assets.

c

Variable

interest

entity

(VIE).

See

the

Fund’s

statement

of

additional

information

regarding

investments

made

through

a

VIE

structure.

At

December

31,

2023,

the

aggregate

value

of

these

securities

was

$10,774,620,

representing

1.4%

of

net

assets.

d

The

security

was

issued

on

a

discount

basis

with

no

stated

coupon

rate.

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78

At

December

31,

2023,

the

Fund

had

the

following futures

contracts

outstanding.

See

Not

e

1(d).

See

Note 

11

 regarding

other

derivative

information.

Futures

Contracts

Description

Type

Number

of

Contracts

Notional

Amount

*

Expiration

Date

Value/

Unrealized

Appreciation

(Depreciation)

Equity

contracts

MSCI

EAFE

Index

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

Long

6

$

675,720

3/15/24

$

23,793

Total

Futures

Contracts

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

$23,793

*

As

of

period

end.

See

A

bbreviations

on

page

145

.

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a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

Z

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$12.96

$14.46

$13.31

$14.06

$12.95

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.57

0.50

0.23

0.40

c

0.45

Net

realized

and

unrealized

gains

(losses)

...........

0.78

(1.51)

1.29

(0.66)

1.16

Total

from

investment

operations

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

1.35

(1.01)

1.52

(0.26)

1.61

Less

distributions

from:

Net

investment

income

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

(0.63)

(0.49)

(0.37)

(0.49)

(0.50)

Net

asset

value,

end

of

year

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

$13.68

$12.96

$14.46

$13.31

$14.06

Total

return

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

10.51%

(6.86)%

11.51%

(1.83)%

12.40%

Ratios

to

average

net

assets

Expenses

d,e

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

0.80%

f

0.78%

f

0.87%

f

0.81%

f

0.78%

Expenses

-

incurred

in

connection

with

securities

sold

short

0.03%

0.02%

0.06%

0.02%

0.02%

Net

investment

income

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

4.31%

3.60%

1.59%

3.22%

c

3.22%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$2,026,136

$2,047,788

$2,397,948

$2,472,118

$3,042,387

Portfolio

turnover

rate

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

96.06%

101.19%

66.95%

52.07%

60.96%

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.11

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

2.32%.

d

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

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statements.

80

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$12.74

$14.22

$13.09

$13.84

$12.75

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.53

0.46

0.19

0.37

c

0.41

Net

realized

and

unrealized

gains

(losses)

...........

0.77

(1.48)

1.28

(0.67)

1.14

Total

from

investment

operations

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

1.30

(1.02)

1.47

(0.30)

1.55

Less

distributions

from:

Net

investment

income

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

(0.60)

(0.46)

(0.34)

(0.45)

(0.46)

Net

asset

value,

end

of

year

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

$13.44

$12.74

$14.22

$13.09

$13.84

Total

return

d

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

10.26%

(7.16)%

11.26%

(2.12)%

12.14%

Ratios

to

average

net

assets

Expenses

e,f

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

1.05%

g

1.03%

g

1.12%

g

1.06%

g

1.03%

Expenses

-

incurred

in

connection

with

securities

sold

short

0.03%

0.02%

0.06%

0.02%

0.02%

Net

investment

income

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

4.06%

3.35%

1.34%

2.98%

c

2.97%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$584,271

$617,190

$723,791

$760,173

$1,035,699

Portfolio

turnover

rate

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

96.06%

101.19%

66.95%

52.07%

60.96%

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.11

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

2.08%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

e

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

g

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

81

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$12.71

$14.17

$13.01

$13.73

$12.64

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.43

0.35

0.08

0.27

c

0.30

Net

realized

and

unrealized

gains

(losses)

...........

0.75

(1.47)

1.27

(0.66)

1.12

Total

from

investment

operations

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

1.18

(1.12)

1.35

(0.39)

1.42

Less

distributions

from:

Net

investment

income

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

(0.48)

(0.34)

(0.19)

(0.33)

(0.33)

Net

asset

value,

end

of

year

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

$13.41

$12.71

$14.17

$13.01

$13.73

Total

return

d

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

9.47%

(7.88)%

10.42%

(2.83)%

11.26%

Ratios

to

average

net

assets

Expenses

e,

f

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

1.80%

g

1.78%

g

1.87%

g

1.81%

g

1.78%

Expenses

-

incurred

in

connection

with

securities

sold

short

0.03%

0.02%

0.06%

0.02%

0.02%

Net

investment

income

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

3.30%

2.57%

0.55%

2.24%

c

2.22%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$27,863

$33,039

$44,228

$65,715

$112,751

Portfolio

turnover

rate

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

96.06%

101.19%

66.95%

52.07%

60.96%

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.11

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.34%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

e

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

g

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

82

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$12.52

$13.98

$12.87

$13.61

$12.54

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.49

0.45

0.15

0.33

c

0.37

Net

realized

and

unrealized

gains

(losses)

...........

0.75

(1.49)

1.27

(0.66)

1.12

Total

from

investment

operations

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

1.24

(1.04)

1.42

(0.33)

1.49

Less

distributions

from:

Net

investment

income

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

(0.56)

(0.42)

(0.31)

(0.41)

(0.42)

Total

distributions

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

(0.56)

(0.42)

(0.31)

(0.41)

(0.42)

Net

asset

value,

end

of

year

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

$13.20

$12.52

$13.98

$12.87

$13.61

Total

return

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

10.01%

(7.44)%

11.05%

(2.38)%

11.88%

Ratios

to

average

net

assets

Expenses

d,e

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

1.30%

f

1.27%

f

1.37%

f

1.31%

f

1.28%

Expenses

-

incurred

in

connection

with

securities

sold

short

0.03%

0.02%

0.06%

0.02%

0.02%

Net

investment

income

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

3.81%

3.39%

1.10%

2.72%

c

2.72%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$2,742

$3,725

$2,643

$2,495

$3,415

Portfolio

turnover

rate

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

96.06%

101.19%

66.95%

52.07%

60.96%

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.11

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.82%.

d

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

83

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$12.95

$14.45

$13.29

$14.05

$12.94

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.57

0.51

0.23

0.41

c

0.46

Net

realized

and

unrealized

gains

(losses)

...........

0.78

(1.51)

1.31

(0.68)

1.15

Total

from

investment

operations

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

1.35

(1.00)

1.54

(0.27)

1.61

Less

distributions

from:

Net

investment

income

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

(0.64)

(0.50)

(0.38)

(0.49)

(0.50)

Net

asset

value,

end

of

year

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

$13.66

$12.95

$14.45

$13.29

$14.05

Total

return

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

10.57%

(6.88)%

11.67%

(1.79)%

12.40%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

d

.....

0.79%

0.76%

0.87%

0.79%

0.74%

Expenses

net

of

waiver

and

payments

by

affiliates

d,e

.....

0.75%

0.72%

0.82%

0.75%

0.72%

Expenses

-

incurred

in

connection

with

securities

sold

short

0.03%

0.02%

0.06%

0.02%

0.02%

Net

investment

income

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

4.35%

3.65%

1.63%

3.28%

c

3.28%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$30,994

$32,109

$39,292

$47,970

$107,723

Portfolio

turnover

rate

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

96.06%

101.19%

66.95%

52.07%

60.96%

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’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.11

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

2.38%.

d

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Schedule

of

Investments,

December

31,

2023

Franklin

Mutual

Quest

Fund

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

84

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

77.6%

Aerospace

&

Defense

0.4%

L3Harris

Technologies,

Inc.

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

United

States

44,674

$

9,409,238

Air

Freight

&

Logistics

1.4%

United

Parcel

Service,

Inc.,

B

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

United

States

241,733

38,007,680

Automobile

Components

1.8%

Denso

Corp.

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

Japan

1,937,240

29,087,672

a,b,c

International

Automotive

Components

Group

Brazil

LLC

........

Brazil

2,548,299

75,183

Lear

Corp.

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

United

States

127,356

17,983,941

47,146,796

Automobiles

1.1%

General

Motors

Co.

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

United

States

782,069

28,091,918

Banks

6.5%

BNP

Paribas

SA

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

France

269,328

18,706,214

Citizens

Financial

Group,

Inc.

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

United

States

1,057,639

35,050,156

JPMorgan

Chase

&

Co.

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

United

States

109,468

18,620,507

PNC

Financial

Services

Group,

Inc.

(The)

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

United

States

317,830

49,215,976

Wells

Fargo

&

Co.

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

United

States

1,057,847

52,067,229

173,660,082

Beverages

1.4%

Heineken

NV

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

Netherlands

371,365

37,735,613

Broadline

Retail

1.0%

eBay,

Inc.

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

United

States

591,789

25,813,836

Building

Products

1.0%

Johnson

Controls

International

plc

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

United

States

464,151

26,753,664

Chemicals

2.6%

Avient

Corp.

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

United

States

878,789

36,531,259

b,d

Covestro

AG,

144A,

Reg

S

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

Germany

561,717

32,736,749

69,268,008

Communications

Equipment

0.9%

a,b,c,e

Inclusive

Language

Services

LLC,

Membership

Interests,

B

......

United

States

106,532

25,234,214

Construction

&

Engineering

1.0%

b

WillScot

Mobile

Mini

Holdings

Corp.

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

United

States

601,929

26,785,840

Consumer

Staples

Distribution

&

Retail

1.1%

Seven

&

i

Holdings

Co.

Ltd.

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

Japan

773,175

30,584,153

Containers

&

Packaging

0.9%

International

Paper

Co.

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

United

States

699,139

25,273,875

Diversified

Telecommunication

Services

2.6%

Deutsche

Telekom

AG

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

Germany

1,957,731

47,076,714

a,b,c

Windstream

Holdings,

Inc.

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

United

States

1,714,983

21,666,778

68,743,492

Electric

Utilities

2.7%

Entergy

Corp.

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

United

States

350,047

35,421,256

PPL

Corp.

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

United

States

1,400,550

37,954,905

73,376,161

Energy

Equipment

&

Services

2.4%

Baker

Hughes

Co.,

A

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

United

States

903,174

30,870,487

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

85

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Energy

Equipment

&

Services

(continued)

Schlumberger

NV

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

United

States

617,952

$

32,158,222

63,028,709

Entertainment

1.8%

b

Walt

Disney

Co.

(The)

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

United

States

544,133

49,129,769

Financial

Services

3.0%

f

Global

Payments,

Inc.

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

United

States

413,218

52,478,686

Voya

Financial,

Inc.

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

United

States

383,694

27,994,314

80,473,000

Food

Products

1.3%

Danone

SA

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

France

546,757

35,477,627

Health

Care

Equipment

&

Supplies

1.6%

Medtronic

plc

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

United

States

502,815

41,421,900

Health

Care

Providers

&

Services

5.5%

CVS

Health

Corp.

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

United

States

775,927

61,267,196

Elevance

Health,

Inc.

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

United

States

132,697

62,574,597

Fresenius

SE

&

Co.

KGaA

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

Germany

718,432

22,271,217

146,113,010

Hotels,

Restaurants

&

Leisure

0.5%

Wyndham

Hotels

&

Resorts,

Inc.

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

United

States

152,662

12,275,551

Household

Products

2.0%

Reckitt

Benckiser

Group

plc

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

United

Kingdom

785,084

54,179,847

Independent

Power

and

Renewable

Electricity

Producers

1.2%

AES

Corp.

(The)

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

United

States

1,722,011

33,148,712

Insurance

7.3%

ASR

Nederland

NV

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

Netherlands

832,528

39,333,898

China

Pacific

Insurance

Group

Co.

Ltd.,

H

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

China

7,005,866

14,171,382

Conduit

Holdings

Ltd.

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

United

States

1,033,780

6,180,776

Everest

Group

Ltd.

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

United

States

112,683

39,842,455

Hartford

Financial

Services

Group,

Inc.

(The)

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

United

States

454,601

36,540,828

NN

Group

NV

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

Netherlands

1,076,665

42,556,513

Progressive

Corp.

(The)

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

United

States

108,169

17,229,158

195,855,010

Media

1.9%

b,f

Charter

Communications,

Inc.,

A

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

United

States

114,548

44,522,517

b

Clear

Channel

Outdoor

Holdings,

Inc.

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

United

States

2,811,402

5,116,752

a,c

Tenerity

,

Inc.

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

United

States

1

34

49,639,303

Metals

&

Mining

2.9%

Rio

Tinto

plc

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

Australia

599,412

44,590,179

United

States

Steel

Corp.

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

United

States

678,000

32,984,700

77,574,879

Oil,

Gas

&

Consumable

Fuels

3.1%

BP

plc

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

United

Kingdom

7,833,669

46,444,018

Hess

Corp.

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

United

States

19,162

2,762,394

Williams

Cos.,

Inc.

(The)

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

United

States

981,679

34,191,880

83,398,292

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

86

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Personal

Care

Products

2.4%

Haleon

plc

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

United

States

7,698,666

$

31,524,144

Kenvue

,

Inc.

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

United

States

1,524,029

32,812,344

64,336,488

Pharmaceuticals

4.5%

GSK

plc

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

United

States

2,445,057

45,163,571

f

Merck

&

Co.,

Inc.

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

United

States

346,298

37,753,408

Novartis

AG,

ADR

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

Switzerland

356,884

36,034,578

118,951,557

Professional

Services

1.6%

SS&C

Technologies

Holdings,

Inc.

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

United

States

687,482

42,012,025

Real

Estate

Management

&

Development

0.6%

Savills

plc

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

United

Kingdom

1,380,703

17,055,564

Software

1.3%

b

ACI

Worldwide,

Inc.

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

United

States

615,894

18,846,357

b

Check

Point

Software

Technologies

Ltd.

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

Israel

105,504

16,119,956

34,966,313

Specialty

Retail

0.0%

†

a,b,c,e

Wayne

Services

Legacy,

Inc.

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

United

States

7,104

93,178

Textiles,

Apparel

&

Luxury

Goods

2.3%

b

Capri

Holdings

Ltd.

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

United

States

542,422

27,251,281

Cie

Financiere

Richemont

SA

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

Switzerland

240,538

33,222,125

60,473,406

Tobacco

2.4%

British

American

Tobacco

plc

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

United

Kingdom

2,207,491

64,596,991

Trading

Companies

&

Distributors

1.5%

b

AerCap

Holdings

NV

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

Ireland

520,411

38,676,946

Wireless

Telecommunication

Services

0.1%

b

Intelsat

SA

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

Luxembourg

106,029

3,074,894

Total

Common

Stocks

(Cost

$1,846,151,316)

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

2,071,837,541

Warrants

Warrants

0.0%

†

Media

0.0%

†

a,b,c

Tenerity

,

Inc.,

4/10/24

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

United

States

48,380

309,776

Wireless

Telecommunication

Services

0.0%

†

b

Intelsat

Emergence

SA,

2/17/27

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

Luxembourg

323,376

378,693

378,693

Total

Warrants

(Cost

$8,327,945)

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

688,469

Principal

Amount

*

Convertible

Bonds

0.3%

Media

0.3%

DISH

Network

Corp.

,

Senior

Note,

2.375%,

3/15/24

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

United

States

4,800,000

4,770,000

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

87

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

Convertible

Bonds

(continued)

Media

(continued)

DISH

Network

Corp.,

(continued)

Senior

Note,

Zero

Cpn

.,

12/15/25

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

United

States

6,975,000

$

4,359,375

9,129,375

Total

Convertible

Bonds

(Cost

$8,564,064)

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

9,129,375

Corporate

Bonds

5.4%

Communications

Equipment

0.1%

d

CommScope

Technologies

LLC

,

Senior

Bond

,

144A,

5

%

,

3/15/27

.

United

States

5,000,000

2,085,925

Diversified

REITs

0.5%

d

Uniti

Group

LP

/

Uniti

Group

Finance,

Inc.

/

CSL

Capital

LLC

,

Senior

Secured

Note

,

144A,

10.5

%

,

2/15/28

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

United

States

12,000,000

12,175,920

Media

1.3%

d

Clear

Channel

Outdoor

Holdings,

Inc.

,

Senior

Note,

144A,

7.75%,

4/15/28

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

United

States

9,500,000

8,199,966

Senior

Note,

144A,

7.5%,

6/01/29

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

United

States

19,000,000

15,816,080

d

DISH

Network

Corp.

,

Senior

Secured

Note

,

144A,

11.75

%

,

11/15/27

United

States

10,000,000

10,446,720

34,462,766

Passenger

Airlines

0.0%

†

d

American

Airlines,

Inc.

,

Senior

Secured

Note

,

144A,

8.5

%

,

5/15/29

United

States

325,000

343,403

Pharmaceuticals

0.9%

d

Bausch

Health

Americas,

Inc.

,

Senior

Note,

144A,

9.25%,

4/01/26

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

United

States

5,459,000

5,001,080

Senior

Note,

144A,

8.5%,

1/31/27

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

United

States

10,481,000

5,764,114

d

Bausch

Health

Cos.,

Inc.

,

Senior

Bond

,

144A,

7.25

%

,

5/30/29

....

United

States

30,000,000

13,744,172

24,509,366

Professional

Services

0.5%

d

CoreLogic,

Inc.

,

Senior

Secured

Note

,

144A,

4.5

%

,

5/01/28

......

United

States

16,200,000

14,207,157

Software

0.9%

d

Veritas

US,

Inc.

/

Veritas

Bermuda

Ltd.

,

Senior

Secured

Note

,

144A,

7.5

%

,

9/01/25

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

United

States

28,772,000

23,775,613

Specialty

Retail

1.2%

d

Michaels

Cos.,

Inc.

(The)

,

Senior

Note

,

144A,

7.875

%

,

5/01/29

...

United

States

13,000,000

8,198,515

d

Staples,

Inc.

,

Senior

Note,

144A,

10.75%,

4/15/27

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

United

States

25,226,000

18,406,365

Senior

Secured

Note,

144A,

7.5%,

4/15/26

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

United

States

5,868,000

5,464,530

32,069,410

Total

Corporate

Bonds

(Cost

$156,004,796)

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

143,629,560

g

Senior

Floating

Rate

Interests

12.1%

Aerospace

&

Defense

0.2%

h,i

TransDigm

,

Inc.

,

CME

Term

Loan,

I

,

8.598

%

,

(

3-month

SOFR

+

3.25

%

),

8/24/28

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

United

States

4,987,437

5,016,389

Commercial

Services

&

Supplies

2.4%

i

Neptune

BidCo

US,

Inc.

,

First

Lien,

CME

Term

Loan,

A,

10.257%,

(3-month

SOFR

+

4.75%),

10/11/28

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

United

States

48,493,726

44,406,432

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

88

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

g

Senior

Floating

Rate

Interests

(continued)

Commercial

Services

&

Supplies

(continued)

i

Neptune

BidCo

US,

Inc.,

(continued)

First

Lien,

Dollar

CME

Term

Loan,

B,

10.507%,

(3-month

SOFR

+

5%),

4/11/29

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

United

States

19,949,875

$

18,276,280

62,682,712

a

a

a

a

a

a

Communications

Equipment

4.7%

a,c,e,j

Sorenson

Communications

LLC

,

Term

Loan,

A,

PIK,

10%,

4/01/30

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

United

States

27,328,012

28,538,278

Term

Loan,

B,

PIK,

8%,

4/01/30

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

United

States

108,658,668

96,971,368

125,509,646

a

a

a

a

a

a

Financial

Services

0.7%

h,i

Travelport

Finance

Luxembourg

SARL

,

Initial

CME

Priority

Term

Loan

,

12.652

%

,

(

3-month

SOFR

+

7

%

),

2/28/25

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

Luxembourg

20,000,000

19,411,100

i

Media

0.3%

Clear

Channel

Outdoor

Holdings,

Inc.

,

Term

Loan,

B

,

9.145

%

,

(

3-month

SOFR

+

3.5

%

),

8/21/26

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

United

States

8,000,000

7,931,640

k

Loyalty

Ventures,

Inc.

,

Term

Loan,

B

,

13.25

%

,

(

PRIME

+

5.5

%

),

11/03/26

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

United

States

26,135,994

359,370

8,291,010

a

a

a

a

a

a

Passenger

Airlines

0.8%

i

American

Airlines,

Inc.

,

Initial

CME

Term

Loan

,

8.869

%

,

(

3-month

SOFR

+

3.5

%

),

6/04/29

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

United

States

22,058,824

22,133,714

Pharmaceuticals

0.4%

i

Bausch

Health

Cos.,

Inc.

,

Second

Amendment

CME

Term

Loan

,

10.706

%

,

(

1-month

SOFR

+

5.25

%

),

2/01/27

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

United

States

13,518,615

11,043,019

Professional

Services

0.3%

i

CoreLogic,

Inc.

,

First

Lien,

Initial

Term

Loan

,

8.97

%

,

(

1-month

SOFR

+

3.5

%

),

6/02/28

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

United

States

7,680,712

7,495,108

Software

1.1%

i

Quest

Software

US

Holdings,

Inc.

,

Second

Lien,

Initial

CME

Term

Loan

,

13.033

%

,

(

3-month

SOFR

+

7.5

%

),

2/01/30

...........

United

States

46,841,437

28,288,715

Specialty

Retail

1.2%

h,i

Michaels

Cos.,

Inc.

(The)

,

Term

Loan,

B

,

9.86

%

,

(

3-month

SOFR

+

4.25

%

),

4/15/28

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

United

States

39,872,253

33,253,459

Total

Senior

Floating

Rate

Interests

(Cost

$367,408,374)

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

323,124,872

Shares

a

Companies

in

Liquidation

0.0%

a,b,l

Bosgen

Liquidating

Trust

c/o

Verdolino

and

Lowey

P.C.,

Contingent

Distribution

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

Netherlands

159,828

—

a,b,l

Walter

Energy,

Inc.,

Litigation

Trust,

Contingent

Distribution

......

United

States

7,443,000

—

Total

Companies

in

Liquidation

(Cost

$–)

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

—

Total

Long

Term

Investments

(Cost

$2,386,456,495)

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

2,548,409,817

a

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

89

a

a

Number

of

Contracts

Notional

Amount

#

a

Value

a

a

a

a

aa

a

a

Options

Purchased

0.0%

Puts

-

Exchange-Traded

Equity

Options

Carvana

Co.,

January

Strike

Price

$2.50,

Expires

1/19/24

.......

3,000

15,882,000

$

—

Total

Options

Purchased

(Cost

$275,855)

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

—

Short

Term

Investments

4.7%

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

U.S.

Government

and

Agency

Securities

4.7%

m

FHLB,

1/02/24

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

United

States

115,000,000

114,933,555

f,m

U.S.

Treasury

Bills,

4/02/24

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

United

States

10,000,000

9,868,461

Total

U.S.

Government

and

Agency

Securities

(Cost

$124,849,925)

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

124,802,016

Total

Short

Term

Investments

(Cost

$124,849,925

)

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

124,802,016

a

Total

Investments

(Cost

$2,511,582,275)

100.1%

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

$2,673,211,833

Securities

Sold

Short

(0.3)%

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

(8,533,434)

Other

Assets,

less

Liabilities

0.2%

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

7,327,041

Net

Assets

100.0%

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

$2,672,005,440

a

a

a

Shares

n

Securities

Sold

Short

(0.3)%

Common

Stocks

(0.3)%

Hotels,

Restaurants

&

Leisure

(0.2)%

Choice

Hotels

International,

Inc.

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

United

States

49,461

(5,603,931)

Oil,

Gas

&

Consumable

Fuels

(0.1)%

Chevron

Corp.

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

United

States

19,640

(2,929,503)

Total

Common

Stocks

(Proceeds

$8,470,788)

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

(8,533,434)

Total

Securities

Sold

Short

(Proceeds

$8,470,788)

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

$(8,533,434)

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

90

At

December

31,

2023,

the

Fund

had

the

following futures

contracts

outstanding.

See

Note

1(d). 

At

December

3

1

,

202

3

,

the

Fund

had

the

following

forward

exchange

contracts

outstanding.

See

Note

1

(

d

). 

Futures

Contracts

Description

Type

Number

of

Contracts

Notional

Amount

*

Expiration

Date

Value/

Unrealized

Appreciation

(Depreciation)

Foreign

exchange

contracts

Foreign

Exchange

EUR/USD

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

Short

92

$

12,736,250

3/18/24

$

(310,267)

Foreign

Exchange

GBP/USD

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

Short

222

17,692,012

3/18/24

(266,255)

Total

Futures

Contracts

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

$(576,522)

*

As

of

period

end.

Forward

Exchange

Contracts

Currency

Counter-

party

a

Type

Quantity

Contract

Amount

*

Settlement

Date

Unrealized

Appreciation

Unrealized

Depreciation

a

a

a

a

a

a

a

a

OTC

Forward

Exchange

Contracts

Euro

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

BOFA

Sell

1,978,136

2,204,736

1/11/24

$

24,064

$

(4,139)

Euro

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

HSBK

Sell

4,309,985

4,801,579

1/11/24

46,632

(5,345)

Euro

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

UBSW

Sell

35,696,192

39,283,687

1/11/24

39,159

(181,201)

British

Pound

......

UBSW

Sell

48,810,266

59,444,559

1/17/24

—

(2,783,892)

British

Pound

......

WFLA

Sell

500,000

636,550

1/17/24

—

(903)

Swiss

Franc

.......

HSBK

Sell

11,481,437

12,733,524

1/29/24

—

(957,058)

Swiss

Franc

.......

UBSW

Buy

1,168,705

1,377,055

1/29/24

18,213

(1,693)

Swiss

Franc

.......

UBSW

Sell

17,385,879

19,800,582

1/29/24

—

(930,518)

Japanese

Yen

......

UBSW

Sell

1,712,990,334

11,528,967

2/20/24

—

(715,744)

#

Notional

amount

is

the

number

of

contracts

multiplied

by

contract

size,

and

may

be

multiplied

by

the

underlying

price.

May

include

currency

units,

bushels,

shares,

pounds,

barrels

or

other

units.

Currency

units

are

stated

in

U.S.

dollars

unless

otherwise

indicated.

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

†

Rounds

to

less

than

0.1%

of

net

assets.

a

Fair

valued

using

significant

unobservable

inputs.

See

Note

15

regarding

fair

value

measurements.

b

Non-income

producing.

c

See

Note

10

regarding

restricted

securities.

d

Security

was

purchased

pursuant

to

Rule

144A

or

Regulation

S

under

the

Securities

Act

of

1933.

144A

securities

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.

Regulation

S

securities

cannot

be

sold

in

the

United

States

without

either

an

effective

registration

statement

filed

pursuant

to

the

Securities

Act

of

1933,

or

pursuant

to

an

exemption

from

registration.

At

December

31,

2023,

the

aggregate

value

of

these

securities

was

$176,366,309,

representing

6.6%

of

net

assets.

e

See

Note

12

regarding

holdings

of

5%

voting

securities.

f

A

portion

or

all

of

the

security

has

been

segregated

as

collateral

for

securities

sold

short

and

open

forward

exchange

contracts.

At

December

31,

2023,

the

aggregate

value

of

these

securities

pledged

amounted

to

$59,617,631,

representing

2.2%

of

net

assets.

g

See

Note

1(g)

regarding

senior

floating

rate

interests.

h

A

portion

or

all

of

the

security

purchased

on

a

delayed

delivery

basis.

See

Note

1(c).

i

The

coupon

rate

shown

represents

the

rate

inclusive

of

any

caps

or

floors,

if

applicable,

in

effect

at

period

end.

j

Income

may

be

received

in

additional

securities

and/or

cash.

k

See

Note

8

regarding

credit

risk

and

defaulted

securities.

l

Contingent

distributions

represent

the

right

to

receive

additional

distributions,

if

any,

during

the

reorganization

of

the

underlying

company.

Shares

represent

total

underlying

principal

of

debt

securities.

m

The

security

was

issued

on

a

discount

basis

with

no

stated

coupon

rate.

n

See

Note

1(e)

regarding

securities

sold

short.

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

91

See

Note 

11

 regarding

other

derivative

information.

Forward

Exchange

Contracts

(continued)

Currency

Counter-

party

a

Type

Quantity

Contract

Amount*

Settlement

Date

Unrealized

Appreciation

Unrealized

Depreciation

a

a

a

a

a

a

a

a

OTC

Forward

Exchange

Contracts

(continued)

Japanese

Yen

......

WFLA

Sell

2,451,509,058

16,699,517

2/20/24

$

—

$

(824,238)

Total

Forward

Exchange

Contracts

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

$128,068

$(6,404,731)

Net

unrealized

appreciation

(depreciation)

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

$(6,276,663)

*

In

U.S.

dollars

unless

otherwise

indicated.

a

May

be

comprised

of

multiple

contracts

with

the

same

counterparty,

currency

and

settlement

date.

See

Abbreviations

on

page

145

.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Shares

Fund

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

92

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

Z

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$22.86

$27.09

$25.33

$27.56

$24.25

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.51

0.43

0.39

0.83

c

0.63

Net

realized

and

unrealized

gains

(losses)

...........

2.61

(2.45)

4.43

(2.11)

4.90

Total

from

investment

operations

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

3.12

(2.02)

4.82

(1.28)

5.53

Less

distributions

from:

Net

investment

income

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

(0.50)

(0.37)

(0.94)

(0.53)

(0.71)

Net

realized

gains

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

(0.95)

(1.84)

(2.12)

(0.42)

(1.51)

Total

distributions

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

(1.45)

(2.21)

(3.06)

(0.95)

(2.22)

Net

asset

value,

end

of

year

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

$24.53

$22.86

$27.09

$25.33

$27.56

Total

return

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

13.93%

(7.11)%

19.34%

(4.34)%

23.13%

Ratios

to

average

net

assets

Expenses

d,e

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

0.75%

f

0.75%

0.81%

f

0.80%

f

0.78%

f

Expenses

-

incurred

in

connection

with

securities

sold

short

—%

g

—%

g

0.02%

0.02%

0.02%

Net

investment

income

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

2.16%

1.70%

1.36%

3.56%

c

2.32%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$3,894,722

$3,785,598

$4,717,528

$4,376,135

$5,472,276

Portfolio

turnover

rate

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

35.16%

59.69%

41.18%

h

21.35%

21.71%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

2.30%.

d

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

g

Rounds

to

less

than

0.01%.

h

Excludes

the

value

of

portfolio

activity

as

a

result

of

in-kind

transactions.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Shares

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

93

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$22.54

$26.75

$25.04

$27.26

$24.00

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.45

0.36

0.31

0.76

c

0.56

Net

realized

and

unrealized

gains

(losses)

...........

2.57

(2.42)

4.39

(2.10)

4.85

Total

from

investment

operations

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

3.02

(2.06)

4.70

(1.34)

5.41

Less

distributions

from:

Net

investment

income

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

(0.45)

(0.31)

(0.87)

(0.46)

(0.64)

Net

realized

gains

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

(0.95)

(1.84)

(2.12)

(0.42)

(1.51)

Total

distributions

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

(1.40)

(2.15)

(2.99)

(0.88)

(2.15)

Net

asset

value,

end

of

year

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

$24.16

$22.54

$26.75

$25.04

$27.26

Total

return

d

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

13.64%

(7.35)%

19.07%

(4.60)%

22.86%

Ratios

to

average

net

assets

Expenses

e,f

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

1.00%

g

1.00%

1.06%

g

1.05%

g

1.03%

g

Expenses

-

incurred

in

connection

with

securities

sold

short

—%

h

—%

h

0.02%

0.02%

0.02%

Net

investment

income

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

1.91%

1.45%

1.11%

3.32%

c

2.07%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$2,726,473

$2,601,790

$3,125,320

$2,965,127

$4,042,626

Portfolio

turnover

rate

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

35.16%

59.69%

41.18%

i

21.35%

21.71%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

2.07%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

e

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

g

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

h

Rounds

to

less

than

0.01%.

i

Excludes

the

value

of

portfolio

activity

as

a

result

of

in-kind

transactions.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Shares

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

94

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$22.55

$26.75

$25.02

$27.22

$23.97

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.26

0.17

0.10

0.60

c

0.36

Net

realized

and

unrealized

gains

(losses)

...........

2.59

(2.41)

4.37

(2.12)

4.82

Total

from

investment

operations

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

2.85

(2.24)

4.47

(1.52)

5.18

Less

distributions

from:

Net

investment

income

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

(0.02)

(0.12)

(0.62)

(0.26)

(0.42)

Net

realized

gains

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

(0.95)

(1.84)

(2.12)

(0.42)

(1.51)

Total

distributions

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

(0.97)

(1.96)

(2.74)

(0.68)

(1.93)

Net

asset

value,

end

of

year

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

$24.43

$22.55

$26.75

$25.02

$27.22

Total

return

d

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

12.85%

(8.04)%

18.13%

(5.29)%

21.93%

Ratios

to

average

net

assets

Expenses

e,f

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

1.75%

g

1.75%

1.81%

g

1.80%

g

1.78%

g

Expenses

-

incurred

in

connection

with

securities

sold

short

—%

h

—%

h

0.02%

0.02%

0.02%

Net

investment

income

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

1.10%

0.69%

0.35%

2.63%

c

1.32%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$47,522

$158,150

$192,660

$206,196

$302,296

Portfolio

turnover

rate

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

35.16%

59.69%

41.18%

i

21.35%

21.71%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.37%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges.

e

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

g

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

h

Rounds

to

less

than

0.01%.

i

Excludes

the

value

of

portfolio

activity

as

a

result

of

in-kind

transactions.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Shares

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

95

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$22.45

$26.65

$24.96

$27.17

$23.91

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.39

0.29

0.24

0.70

c

0.49

Net

realized

and

unrealized

gains

(losses)

...........

2.55

(2.40)

4.36

(2.09)

4.83

Total

from

investment

operations

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

2.94

(2.11)

4.60

(1.39)

5.32

Less

distributions

from:

Net

investment

income

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

(0.38)

(0.25)

(0.79)

(0.40)

(0.55)

Net

realized

gains

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

(0.95)

(1.84)

(2.12)

(0.42)

(1.51)

Total

distributions

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

(1.33)

(2.09)

(2.91)

(0.82)

(2.06)

Net

asset

value,

end

of

year

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

$24.06

$22.45

$26.65

$24.96

$27.17

Total

return

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

13.36%

(7.60)%

18.75%

(4.80)%

22.55%

Ratios

to

average

net

assets

Expenses

d,e

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

1.25%

f

1.25%

1.31%

f

1.30%

f

1.28%

f

Expenses

-

incurred

in

connection

with

securities

sold

short

—%

g

—%

g

0.02%

0.02%

0.02%

Net

investment

income

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

1.66%

1.19%

0.86%

3.06%

c

1.82%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$38,681

$38,759

$49,843

$48,216

$66,038

Portfolio

turnover

rate

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

35.16%

59.69%

41.18%

h

21.35%

21.71%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.80%.

d

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

g

Rounds

to

less

than

0.01%.

h

Excludes

the

value

of

portfolio

activity

as

a

result

of

in-kind

transactions.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Shares

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

96

a

Year

Ended

December

31,

2023

2022

2021

2020

2019

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$22.84

$27.07

$25.32

$27.55

$24.23

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.52

0.44

0.39

0.83

c

0.64

Net

realized

and

unrealized

gains

(losses)

...........

2.62

(2.44)

4.43

(2.09)

4.92

Total

from

investment

operations

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

3.14

(2.00)

4.82

(1.26)

5.56

Less

distributions

from:

Net

investment

income

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

(0.52)

(0.39)

(0.95)

(0.55)

(0.73)

Net

realized

gains

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

(0.95)

(1.84)

(2.12)

(0.42)

(1.51)

Total

distributions

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

(1.47)

(2.23)

(3.07)

(0.97)

(2.24)

Net

asset

value,

end

of

year

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

$24.51

$22.84

$27.07

$25.32

$27.55

Total

return

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

14.00%

(7.05)%

19.37%

(4.27)%

23.26%

Ratios

to

average

net

assets

Expenses

d,e

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

0.71%

f

0.68%

0.74%

f

0.72%

f

0.70%

f

Expenses

-

incurred

in

connection

with

securities

sold

short

—%

g

—%

g

0.02%

0.02%

0.02%

Net

investment

income

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

2.21%

1.76%

1.40%

3.57%

c

2.40%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$302,249

$286,332

$372,115

$1,449,696

$1,680,600

Portfolio

turnover

rate

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

35.16%

59.69%

41.18%

h

21.35%

21.71%

a

The

amount

shown

for

a

share

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

of

Operations

for

the

period

due

to

the

timing

of

sales

and

repurchases

of

the

Fund’s

shares

in

relation

to

income

earned

and/or

fluctuating

fair

value

of

the

investments

of

the

Fund.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

2.31%.

d

Includes

dividends

and/or

interest

expense

on

securities

sold

short

and

security

borrowing

fees,

if

any.

See

below

for

the

ratios

of

such

expenses

to

average

net

assets

for

the

periods

presented.

See

Note

1(e).

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

g

Rounds

to

less

than

0.01%.

h

Excludes

the

value

of

portfolio

activity

as

a

result

of

in-kind

transactions.

Franklin

Mutual

Series

Funds

Schedule

of

Investments,

December

31,

2023

Franklin

Mutual

Shares

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

97

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

91.8%

Air

Freight

&

Logistics

2.1%

United

Parcel

Service,

Inc.,

B

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

United

States

950,169

$

149,395,072

Automobile

Components

0.0%

†

a,b,c,d

International

Automotive

Components

Group

Brazil

LLC

........

Brazil

7,234,813

213,449

Automobiles

2.1%

General

Motors

Co.

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

United

States

4,114,952

147,809,076

Banks

7.2%

Bank

of

America

Corp.

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

United

States

4,584,587

154,363,044

JPMorgan

Chase

&

Co.

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

United

States

1,395,696

237,407,890

PNC

Financial

Services

Group,

Inc.

(The)

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

United

States

716,659

110,974,646

502,745,580

Building

Products

1.8%

Johnson

Controls

International

plc

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

United

States

2,220,038

127,962,990

Capital

Markets

1.7%

BlackRock,

Inc.

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

United

States

145,262

117,923,692

Construction

&

Engineering

1.9%

b

WillScot

Mobile

Mini

Holdings

Corp.

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

United

States

2,937,341

130,711,675

Consumer

Finance

2.2%

Capital

One

Financial

Corp.

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

United

States

1,159,803

152,073,369

Containers

&

Packaging

1.6%

International

Paper

Co.

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

United

States

3,140,412

113,525,894

Diversified

Telecommunication

Services

0.4%

a,b,c

Windstream

Holdings,

Inc.

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

United

States

2,243,497

28,343,926

Electronic

Equipment,

Instruments

&

Components

1.9%

b

Flex

Ltd.

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

United

States

4,397,155

133,937,341

Energy

Equipment

&

Services

1.6%

Schlumberger

NV

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

United

States

2,155,581

112,176,435

Entertainment

1.9%

b

Walt

Disney

Co.

(The)

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

United

States

1,482,780

133,880,206

Financial

Services

6.4%

b

Fiserv,

Inc.

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

United

States

1,120,910

148,901,685

Global

Payments,

Inc.

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

United

States

1,330,729

169,002,583

Voya

Financial,

Inc.

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

United

States

1,802,571

131,515,580

449,419,848

Food

Products

2.5%

Kraft

Heinz

Co.

(The)

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

United

States

4,695,705

173,647,171

Health

Care

Equipment

&

Supplies

3.7%

Baxter

International,

Inc.

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

United

States

2,630,537

101,696,560

Medtronic

plc

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

United

States

1,899,600

156,489,048

258,185,608

Health

Care

Providers

&

Services

5.8%

CVS

Health

Corp.

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

United

States

2,349,309

185,501,438

Elevance

Health,

Inc.

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

United

States

271,296

127,932,342

Humana,

Inc.

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

United

States

203,485

93,157,468

406,591,248

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Shares

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

98

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Household

Durables

1.8%

DR

Horton,

Inc.

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

United

States

825,737

$

125,495,509

Insurance

2.9%

Everest

Group

Ltd.

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

United

States

300,206

106,146,837

Progressive

Corp.

(The)

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

United

States

591,849

94,269,709

200,416,546

Interactive

Media

&

Services

1.0%

b

Meta

Platforms,

Inc.,

A

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

United

States

203,461

72,017,056

Machinery

2.6%

Dover

Corp.

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

United

States

461,903

71,045,301

Parker-Hannifin

Corp.

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

United

States

240,769

110,922,278

181,967,579

Media

4.0%

b

Charter

Communications,

Inc.,

A

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

United

States

377,249

146,629,141

Comcast

Corp.,

A

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

United

States

3,072,935

134,748,200

281,377,341

Metals

&

Mining

0.8%

United

States

Steel

Corp.

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

United

States

1,120,000

54,488,000

Oil,

Gas

&

Consumable

Fuels

5.9%

BP

plc

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

United

Kingdom

21,182,711

125,587,412

Chevron

Corp.

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

United

States

1,051,269

156,807,284

Williams

Cos.,

Inc.

(The)

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

United

States

3,798,037

132,285,629

414,680,325

Personal

Care

Products

1.8%

Kenvue

,

Inc.

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

United

States

5,789,409

124,645,976

Pharmaceuticals

6.6%

GSK

plc

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

United

States

7,824,033

144,520,669

Merck

&

Co.,

Inc.

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

United

States

1,473,679

160,660,485

Novartis

AG,

ADR

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

Switzerland

1,558,716

157,383,554

462,564,708

Professional

Services

3.5%

KBR,

Inc.

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

United

States

2,101,961

116,469,659

SS&C

Technologies

Holdings,

Inc.

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

United

States

2,098,415

128,234,141

244,703,800

Real

Estate

Management

&

Development

2.3%

b

CBRE

Group,

Inc.,

A

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

United

States

1,762,757

164,095,049

Retail

REITs

2.3%

Brixmor

Property

Group,

Inc.

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

United

States

6,802,750

158,299,992

Software

3.3%

Gen

Digital,

Inc.

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

United

States

5,359,181

122,296,510

Oracle

Corp.

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

United

States

1,055,039

111,232,762

233,529,272

Specialty

Retail

0.0%

†

a,b,c,d

Wayne

Services

Legacy,

Inc.

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

United

States

7,469

97,962

Textiles,

Apparel

&

Luxury

Goods

1.4%

Tapestry,

Inc.

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

United

States

2,763,733

101,733,012

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Shares

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

99

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Tobacco

1.7%

British

American

Tobacco

plc

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

United

Kingdom

4,117,617

$

120,492,300

Trading

Companies

&

Distributors

3.4%

b

AerCap

Holdings

NV

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

Ireland

1,263,169

93,878,720

Ferguson

plc

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

United

States

744,656

143,770,734

237,649,454

Wireless

Telecommunication

Services

1.7%

T-Mobile

US,

Inc.

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

United

States

758,684

121,639,806

Total

Common

Stocks

(Cost

$4,912,480,803)

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

6,438,436,267

Principal

Amount

*

Corporate

Bonds

1.9%

Passenger

Airlines

0.0%

†

e

American

Airlines,

Inc.

,

Senior

Secured

Note

,

144A,

8.5

%

,

5/15/29

United

States

436,000

460,688

Pharmaceuticals

0.1%

e

Bausch

Health

Americas,

Inc.

,

Senior

Note

,

144A,

8.5

%

,

1/31/27

..

United

States

12,778,000

7,027,368

Professional

Services

0.2%

e

CoreLogic,

Inc.

,

Senior

Secured

Note

,

144A,

4.5

%

,

5/01/28

......

United

States

9,805,000

8,598,838

Software

1.0%

e

Veritas

US,

Inc.

/

Veritas

Bermuda

Ltd.

,

Senior

Secured

Note

,

144A,

7.5

%

,

9/01/25

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

United

States

86,667,000

71,616,886

Specialty

Retail

0.6%

e

Staples,

Inc.

,

Senior

Note,

144A,

10.75%,

4/15/27

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

United

States

33,642,000

24,547,170

Senior

Secured

Note,

144A,

7.5%,

4/15/26

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

United

States

20,102,000

18,719,835

43,267,005

Total

Corporate

Bonds

(Cost

$150,713,698)

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

130,970,785

f

Senior

Floating

Rate

Interests

2.8%

Commercial

Services

&

Supplies

0.8%

g

Neptune

BidCo

US,

Inc.

,

First

Lien,

CME

Term

Loan,

A,

10.257%,

(3-month

SOFR

+

4.75%),

10/11/28

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

United

States

38,091,734

34,881,173

First

Lien,

Dollar

CME

Term

Loan,

B,

10.507%,

(3-month

SOFR

+

5%),

4/11/29

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

United

States

19,834,165

18,170,277

53,051,450

a

a

a

a

a

a

Passenger

Airlines

0.4%

g

American

Airlines,

Inc.

,

Initial

CME

Term

Loan

,

8.869

%

,

(

3-month

SOFR

+

3.5

%

),

6/04/29

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

United

States

29,595,000

29,695,475

Professional

Services

0.4%

g,h

CoreLogic,

Inc.

,

First

Lien,

Initial

Term

Loan

,

8.97

%

,

(

1-month

SOFR

+

3.5

%

),

6/02/28

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

United

States

31,246,441

30,491,370

g

Software

0.6%

Banff

Guarantor,

Inc.

,

Second

Lien,

Initial

Term

Loan

,

10.97

%

,

(

1-month

SOFR

+

5.5

%

),

2/27/26

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

United

States

20,487,800

20,487,800

Quest

Software

US

Holdings,

Inc.

,

Second

Lien,

Initial

CME

Term

Loan

,

13.033

%

,

(

3-month

SOFR

+

7.5

%

),

2/01/30

...........

United

States

40,126,436

24,233,358

44,721,158

a

a

a

a

a

a

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Shares

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

100

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

f

Senior

Floating

Rate

Interests

(continued)

Specialty

Retail

0.6%

g,h

Michaels

Cos.,

Inc.

(The)

,

Term

Loan,

B

,

9.86

%

,

(

3-month

SOFR

+

4.25

%

),

4/15/28

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

United

States

47,756,138

$

39,828,619

Total

Senior

Floating

Rate

Interests

(Cost

$210,496,031)

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

197,788,072

Shares

a

Companies

in

Liquidation

0.0%

a,b,i

Bosgen

Liquidating

Trust

c/o

Verdolino

and

Lowey

P.C.,

Contingent

Distribution

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

Netherlands

555,154

—

a,b,i

Walter

Energy,

Inc.,

Litigation

Trust,

Contingent

Distribution

......

United

States

20,046,000

—

Total

Companies

in

Liquidation

(Cost

$–)

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

—

Total

Long

Term

Investments

(Cost

$5,273,690,532)

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

6,767,195,124

a

Short

Term

Investments

3.3%

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

U.S.

Government

and

Agency

Securities

3.3%

j

FHLB,

1/02/24

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

United

States

225,500,000

225,369,711

j,k

U.S.

Treasury

Bills,

4/02/24

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

United

States

5,000,000

4,934,230

Total

U.S.

Government

and

Agency

Securities

(Cost

$230,400,696)

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

230,303,941

Total

Short

Term

Investments

(Cost

$230,400,696

)

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

230,303,941

a

Total

Investments

(Cost

$5,504,091,228)

99.8%

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

$6,997,499,065

Other

Assets,

less

Liabilities

0.2%

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

12,148,727

Net

Assets

100.0%

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

$7,009,647,792

a

a

a

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

†

Rounds

to

less

than

0.1%

of

net

assets.

a

Fair

valued

using

significant

unobservable

inputs.

See

Note

15

regarding

fair

value

measurements.

b

Non-income

producing.

c

See

Note

10

regarding

restricted

securities.

d

See

Note

12

regarding

holdings

of

5%

voting

securities.

e

Security

was

purchased

pursuant

to

Rule

144A

or

Regulation

S

under

the

Securities

Act

of

1933.

144A

securities

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.

Regulation

S

securities

cannot

be

sold

in

the

United

States

without

either

an

effective

registration

statement

filed

pursuant

to

the

Securities

Act

of

1933,

or

pursuant

to

an

exemption

from

registration.

At

December

31,

2023,

the

aggregate

value

of

these

securities

was

$130,970,785,

representing

1.9%

of

net

assets.

f

See

Note

1(g)

regarding

senior

floating

rate

interests.

g

The

coupon

rate

shown

represents

the

rate

inclusive

of

any

caps

or

floors,

if

applicable,

in

effect

at

period

end.

h

A

portion

or

all

of

the

security

purchased

on

a

delayed

delivery

basis.

See

Note

1(c).

i

Contingent

distributions

represent

the

right

to

receive

additional

distributions,

if

any,

during

the

reorganization

of

the

underlying

company.

Shares

represent

total

underlying

principal

of

debt

securities.

j

The

security

was

issued

on

a

discount

basis

with

no

stated

coupon

rate.

k

A

portion

or

all

of

the

security

has

been

segregated

as

collateral

for

open

forward

exchange

contracts.

At

December

31,

2023,

the

aggregate

value

of

these

securities

pledged

amounted

to

$1,192,110,

representing

less

than

0.1%

of

net

assets.

Franklin

Mutual

Series

Funds

Schedule

of

Investments

Franklin

Mutual

Shares

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

101

At

December

31,

2023,

the

Fund

had

the

following

futures

contracts

outstanding.

See

Note

1(d). 

At

December

31,

2023,

the

Fund

had

the

following

forward

exchange

contracts

outstanding.

See

Note

1

(

d

). 

See

Note 

11

 regarding

other

derivative

information.

See

A

bbreviations

on

page

145

.

Futures

Contracts

Description

Type

Number

of

Contracts

Notional

Amount

*

Expiration

Date

Value/

Unrealized

Appreciation

(Depreciation)

Foreign

exchange

contracts

Foreign

Exchange

GBP/USD

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

Short

299

$

23,828,431

3/18/24

$

(358,604)

Total

Futures

Contracts

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

$(358,604)

*

As

of

period

end.

Forward

Exchange

Contracts

Currency

Counter-

party

a

Type

Quantity

Contract

Amount

*

Settlement

Date

Unrealized

Appreciation

Unrealized

Depreciation

a

a

a

a

a

a

a

a

OTC

Forward

Exchange

Contracts

British

Pound

......

BOFA

Buy

98,323

124,640

1/17/24

$

713

$

—

British

Pound

......

BOFA

Sell

694,832

878,842

1/17/24

—

(7,004)

British

Pound

......

HSBK

Buy

761,938

959,211

1/17/24

12,187

—

British

Pound

......

UBSW

Buy

568,231

690,343

1/17/24

34,097

—

British

Pound

......

UBSW

Sell

19,771,766

24,079,440

1/17/24

—

(1,127,682)

Total

Forward

Exchange

Contracts

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

$46,997

$(1,134,686)

Net

unrealized

appreciation

(depreciation)

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

$(1,087,689)

*

In

U.S.

dollars

unless

otherwise

indicated.

a

May

be

comprised

of

multiple

contracts

with

the

same

counterparty,

currency

and

settlement

date.

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Assets

and

Liabilities

December

31,

2023

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

102

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Assets:

Investments

in

securities:

Cost

-

Unaffiliated

issuers

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

$2,526,505,131

$271,136,966

$6,973,069,313

Cost

-

Non-controlled

affiliates

(Note

3f

and

12)

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

—

2,226,755

—

Value

-

Unaffiliated

issuers

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

$3,181,129,035

$354,772,842

$9,083,692,803

Value

-

Non-controlled

affiliates

(Note

3f

and

12)

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

—

113,615

—

Cash

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

274,385

93,445

3,313,087

Receivables:

Capital

shares

sold

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

568,490

35,590

2,577,813

Dividends

and

interest

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

9,188,205

697,346

25,184,979

European

Union

tax

reclaims

(Note

1

h

)

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

5,720,086

277,130

4,706,925

Deposits

with

brokers

for:

Futures

contracts

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

—

242,760

4,826,620

Variation

margin

on

futures

contracts

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

—

12,725

560,556

Unrealized

appreciation

on

OTC

forward

exchange

contracts

........

—

87,390

1,856,315

Total

assets

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

3,196,880,201

356,332,843

9,126,719,098

Liabilities:

Payables:

Investment

securities

purchased

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

—

—

6,822,845

Capital

shares

redeemed

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

3,146,458

155,623

7,806,304

Management

fees

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

1,803,071

258,570

6,395,470

Distribution

fees

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

188,514

57,074

1,277,116

Transfer

agent

fees

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

339,284

66,176

1,647,762

Trustees'

fees

and

expenses

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

163,376

17,427

733,131

IRS

closing

agreement

payments

for

European

Union

tax

reclaims

(Note

1

h

)

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

—

320,011

10,377,597

Unrealized

depreciation

on

OTC

forward

exchange

contracts

........

—

692,149

20,933,443

Accrued

expenses

and

other

liabilities

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

251,191

132,319

691,839

Total

liabilities

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

5,891,894

1,699,349

56,685,507

Net

assets,

at

value

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

$3,190,988,307

$354,633,494

$9,070,033,591

Net

assets

consist

of:

Paid-in

capital

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

$2,543,747,096

$334,054,272

$6,913,460,717

Total

distributable

earnings

(losses)

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

647,241,211

20,579,222

2,156,572,874

Net

assets,

at

value

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

$3,190,988,307

$354,633,494

$9,070,033,591

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Assets

and

Liabilities

(continued)

December

31,

2023

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

103

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Class

Z:

Net

assets,

at

value

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

$2,106,340,964

$113,697,882

$3,113,311,257

Shares

outstanding

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

135,119,319

4,375,630

101,945,926

Net

asset

value

and

maximum

offering

price

per

share

...........

$15.59

$25.98

$30.54

Class

A:

Net

assets,

at

value

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

$829,103,794

$224,751,053

$5,169,284,205

Shares

outstanding

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

53,912,969

8,620,562

174,397,380

Net

asset

value

per

share

a

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

$15.38

$26.07

$29.64

Maximum

offering

price

per

share

(net

asset

value

per

share

÷

94.50%)

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

$16.28

$27.59

$31.37

Class

C:

Net

assets,

at

value

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

$17,359,003

$12,087,599

$173,812,197

Shares

outstanding

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

1,117,536

464,642

5,817,017

Net

asset

value

and

maximum

offering

price

per

share

a

...........

$15.53

$26.01

$29.88

Class

R:

Net

assets,

at

value

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

$1,347,990

$—

$114,920,460

Shares

outstanding

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

89,160

—

3,947,940

Net

asset

value

and

maximum

offering

price

per

share

...........

$15.12

$—

$29.11

Class

R6:

Net

assets,

at

value

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

$236,836,556

$4,096,960

$498,705,472

Shares

outstanding

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

15,202,475

156,569

16,342,559

Net

asset

value

and

maximum

offering

price

per

share

...........

$15.58

$26.17

$30.52

a

Redemption

price

is

equal

to

net

asset

value

less

contingent

deferred

sales

charges,

if

applicable.

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Assets

and

Liabilities

(continued)

December

31,

2023

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

104

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Assets:

Investments

in

securities:

Cost

-

Unaffiliated

issuers

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

$662,585,223

$2,377,722,224

$5,499,286,550

Cost

-

Non-controlled

affiliates

(Note

3f

and

12)

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

—

133,860,051

4,804,678

Value

-

Unaffiliated

issuers

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

$787,045,729

$2,522,374,795

$6,997,187,654

Value

-

Non-controlled

affiliates

(Note

3f

and

12)

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

—

150,837,038

311,411

Cash

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

2,299,852

1,983,520

1,939,603

Receivables:

Investment

securities

sold

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

—

27,861,271

43,509,484

Capital

shares

sold

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

259,070

742,447

2,233,345

Dividends

and

interest

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

3,603,127

11,268,521

19,393,773

European

Union

tax

reclaims

(Note

1

h

)

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

1,571,988

719,952

1,961,676

Deposits

with

brokers

for:

Securities

sold

short

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

—

8,747,371

—

Futures

contracts

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

21,112

619,150

603,630

Variation

margin

on

futures

contracts

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

382

2,388

—

Unrealized

appreciation

on

OTC

forward

exchange

contracts

........

—

128,068

46,997

Total

assets

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

794,801,260

2,725,284,521

7,067,187,573

Liabilities:

Payables:

Investment

securities

purchased

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

—

32,217,361

44,182,652

Capital

shares

redeemed

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

675,443

3,740,661

5,770,838

Management

fees

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

521,717

1,513,160

3,911,631

Distribution

fees

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

67,418

147,165

625,855

Transfer

agent

fees

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

110,366

266,137

788,547

Trustees'

fees

and

expenses

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

100,918

217,754

683,046

IRS

closing

agreement

payments

for

European

Union

tax

reclaims

(Note

1

h

)

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

5,965,205

—

—

Variation

margin

on

futures

contracts

.........................

—

—

35,506

Securities

sold

short,

at

value

(proceeds

$–,

$8,470,788

and

$–,

respectively

)

............................................

—

8,533,434

—

Unrealized

depreciation

on

OTC

forward

exchange

contracts

........

—

6,404,731

1,134,686

Accrued

expenses

and

other

liabilities

.........................

191,886

238,678

407,020

Total

liabilities

.......................................

7,632,953

53,279,081

57,539,781

Net

assets,

at

value

...............................

$787,168,307

$2,672,005,440

$7,009,647,792

Net

assets

consist

of:

Paid-in

capital

...........................................

$783,919,164

$3,136,817,831

$5,487,158,029

Total

distributable

earnings

(losses)

...........................

3,249,143

(464,812,391)

1,522,489,763

Net

assets,

at

value

...............................

$787,168,307

$2,672,005,440

$7,009,647,792

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Assets

and

Liabilities

(continued)

December

31,

2023

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

105

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Class

Z:

Net

assets,

at

value

.....................................

$480,408,606

$2,026,135,927

$3,894,722,421

Shares

outstanding

......................................

20,045,498

148,076,791

158,762,861

Net

asset

value

and

maximum

offering

price

per

share

...........

$23.97

$13.68

$24.53

Class

A:

Net

assets,

at

value

.....................................

$287,258,128

$584,270,638

$2,726,473,439

Shares

outstanding

......................................

12,389,215

43,477,648

112,851,560

Net

asset

value

per

share

a

................................

$23.19

$13.44

$24.16

Maximum

offering

price

per

share

(net

asset

value

per

share

÷

94.50%)

..............................................

$24.54

$14.22

$25.57

Class

C:

Net

assets,

at

value

.....................................

$8,769,302

$27,863,058

$47,522,342

Shares

outstanding

......................................

369,768

2,077,049

1,945,298

Net

asset

value

and

maximum

offering

price

per

share

a

...........

$23.72

$13.41

$24.43

Class

R:

Net

assets,

at

value

.....................................

$782,539

$2,741,882

$38,680,939

Shares

outstanding

......................................

34,604

207,786

1,607,512

Net

asset

value

and

maximum

offering

price

per

share

...........

$22.61

$13.20

$24.06

Class

R6:

Net

assets,

at

value

.....................................

$9,949,732

$30,993,935

$302,248,651

Shares

outstanding

......................................

415,366

2,268,156

12,331,710

Net

asset

value

and

maximum

offering

price

per

share

...........

$23.95

$13.66

$24.51

a

Redemption

price

is

equal

to

net

asset

value

less

contingent

deferred

sales

charges,

if

applicable.

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Operations

for

the

year

ended

December

31,

2023

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

106

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Investment

income:

Dividends:

(net

of

foreign

taxes

of

$1,894,270,

$576,607

and

$9,382,133,

respectively)

Unaffiliated

issuers

......................................

$85,469,537

$10,880,129

$214,136,987

Non-controlled

affiliate

s

(Note

3f

and

12)

......................

—

288

—

Interest:

Unaffiliated

issuers

......................................

3,382,917

679,475

23,752,670

Income

from

securities

loaned:

Unaffiliated

entities

(net

of

fees

and

rebates)

...................

—

(349)

—

Non-controlled

affiliates

(Note

3

f

)

...........................

—

420

—

Other

income

(Note

1

h

)

....................................

3,729,768

163,910

4,533,369

Less:

IRS

closing

agreement

payments

for

European

Union

tax

reclaims

(Note

1

h

)

...............................................

—

(3,765)

(212,868)

Total

investment

income

.................................

92,582,222

11,720,108

242,210,158

Expenses:

Management

fees

(Note

3

a

)

.................................

20,320,315

2,987,234

74,063,485

Distribution

fees:

(Note

3c

)

    Class

A

..............................................

2,033,778

539,972

12,408,820

    Class

C

..............................................

177,407

147,358

1,963,445

    Class

R

..............................................

6,400

—

561,083

Transfer

agent

fees:

(Note

3e

)

    Class

Z

..............................................

1,469,230

128,588

3,046,427

    Class

A

..............................................

581,836

256,238

5,037,070

    Class

C

..............................................

12,701

17,347

199,555

    Class

R

..............................................

916

—

113,899

    Class

R6

.............................................

32,301

3,020

140,509

Custodian

fees

(Note

4

)

....................................

54,987

11,875

233,432

Reports

to

shareholders

fees

................................

88,855

34,742

539,190

Registration

and

filing

fees

..................................

93,989

63,274

274,486

Professional

fees

.........................................

147,589

117,311

178,697

Trustees'

fees

and

expenses

................................

197,741

27,746

572,479

Dividends

on

securities

sold

short

............................

—

—

112,200

Other

..................................................

72,301

36,505

115,844

Total

expenses

.......................................

25,290,346

4,371,210

99,560,621

Expense

reductions

(Note

4

)

.............................

(83,422)

(13,930)

(313,995)

Expenses

waived/paid

by

affiliate

s

(Note

3f

and

3g)

............

(7,589)

(2,306)

—

Net

expenses

.......................................

25,199,335

4,354,974

99,246,626

Net

investment

income

..............................

67,382,887

7,365,134

142,963,532

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Operations

(continued)

for

the

year

ended

December

31,

2023

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

107

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Realized

and

unrealized

gains

(losses):

Net

realized

gain

(loss)

from:

Investments:

Unaffiliated

issuers

....................................

92,280,827

(32,654,715)

554,573,050

Foreign

currency

transactions

..............................

91,501

24,881

(543,800)

Forward

exchange

contracts

...............................

—

(1,741,023)

25,423,577

Futures

contracts

.......................................

—

(70,392)

(358,709)

Securities

sold

short

.....................................

—

—

1,135,336

Net

realized

gain

(loss)

................................

92,372,328

(34,441,249)

580,229,454

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments:

Unaffiliated

issuers

....................................

280,761,442

64,076,524

904,007,359

Non-controlled

affiliate

s

(Note

3f

and

12)

....................

—

(23,176)

—

Translation

of

other

assets

and

liabilities

denominated

in

foreign

currencies

...........................................

333,685

26,619

13,814

Forward

exchange

contracts

...............................

—

892,830

651,542

Futures

contracts

.......................................

—

(239,045)

(3,834,301)

Net

change

in

unrealized

appreciation

(depreciation)

..........

281,095,127

64,733,752

900,838,414

Net

realized

and

unrealized

gain

(loss)

..........................

373,467,455

30,292,503

1,481,067,868

Net

increase

(decrease)

in

net

assets

resulting

from

operations

........

$440,850,342

$37,657,637

$1,624,031,400

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Operations

(continued)

for

the

year

ended

December

31,

2023

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

108

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Investment

income:

Dividends:

(net

of

foreign

taxes

of

$1,861,241,

$1,518,259

and

$1,022,441,

respectively)

Unaffiliated

issuers

......................................

$22,393,888

$47,656,188

$139,401,433

Interest:

Unaffiliated

issuers:

Paid

in

cash

a

.........................................

1,278,144

77,758,788

56,660,659

Non-controlled

affiliates:

(Note

12)

Payment-in-kind

.......................................

—

9,465,504

—

Income

from

securities

loaned:

Unaffiliated

entities

(net

of

fees

and

rebates)

...................

1,644

1,282

1,704,434

Non-controlled

affiliates

(Note

3

f

)

...........................

—

8,679

—

Other

income

(Note

1

h

)

....................................

638,393

420,591

1,282,156

Total

investment

income

.................................

24,312,069

135,311,032

199,048,682

Expenses:

Management

fees

(Note

3

a

)

.................................

6,230,660

17,892,141

45,621,521

Distribution

fees:

(Note

3c

)

    Class

A

..............................................

677,984

1,471,694

6,496,170

    Class

C

..............................................

113,994

293,963

1,258,539

    Class

R

..............................................

3,925

13,620

191,603

Transfer

agent

fees:

(Note

3e

)

    Class

Z

..............................................

392,731

1,313,709

2,551,812

    Class

A

..............................................

240,010

386,596

1,749,358

    Class

C

..............................................

10,140

19,284

84,741

    Class

R

..............................................

700

1,789

25,797

    Class

R6

.............................................

11,955

16,148

61,283

Custodian

fees

(Note

4

)

....................................

83,753

47,797

19,012

Reports

to

shareholders

fees

................................

46,480

87,867

232,132

Registration

and

filing

fees

..................................

105,504

99,621

204,264

Professional

fees

.........................................

125,071

155,031

176,898

Trustees'

fees

and

expenses

................................

53,197

180,958

453,802

Dividends

and

interest

on

securities

sold

short

...................

—

869,765

90,360

Other

..................................................

47,721

63,402

82,719

Total

expenses

.......................................

8,143,825

22,913,385

59,300,011

Expense

reductions

(Note

4

)

.............................

(51,317)

(52,923)

(71,746)

Expenses

waived/paid

by

affiliates

(Note

3f

and

3g)

............

(13,220)

(10,719)

(9,786)

Net

expenses

.......................................

8,079,288

22,849,743

59,218,479

Net

investment

income

..............................

16,232,781

112,461,289

139,830,203

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Operations

(continued)

for

the

year

ended

December

31,

2023

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

109

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Realized

and

unrealized

gains

(losses):

Net

realized

gain

(loss)

from:

Investments:

Unaffiliated

issuers

....................................

(13,732,120)

(308,200,855)

193,191,695

Non-controlled

affiliates

(Note

3f

and

12)

....................

—

2,524,365

—

Written

options

.........................................

—

3,092,376

—

Foreign

currency

transactions

..............................

(585,350)

201,273

100,127

Forward

exchange

contracts

...............................

(5,443,911)

947,051

(4,659,863)

Futures

contracts

.......................................

(3,746,608)

(266,362)

(514,591)

Securities

sold

short

.....................................

—

(21,018,810)

(5,955,883)

Net

realized

gain

(loss)

................................

(23,507,989)

(322,720,962)

182,161,485

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments:

Unaffiliated

issuers

....................................

117,190,598

442,813,631

559,489,724

Non-controlled

affiliates

(Note

3f

and

12)

....................

—

29,953,356

56,760

Translation

of

other

assets

and

liabilities

denominated

in

foreign

currencies

...........................................

500,952

37,107

108,549

Written

options

.........................................

—

284,300

—

Forward

exchange

contracts

...............................

1,788,975

(4,277,860)

3,010,130

Futures

contracts

.......................................

914,192

(679,120)

(745,261)

Securities

sold

short

.....................................

—

2,520,707

—

Net

change

in

unrealized

appreciation

(depreciation)

..........

120,394,717

470,652,121

561,919,902

Net

realized

and

unrealized

gain

(loss)

..........................

96,886,728

147,931,159

744,081,387

Net

increase

(decrease)

in

net

assets

resulting

from

operations

........

$113,119,509

$260,392,448

$883,911,590

a

Includes

amortization

of

premium

and

accretion

of

discount.

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Changes

in

Net

Assets

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

110

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

............

$67,382,887

$53,049,195

$7,365,134

$8,930,086

Net

realized

gain

(loss)

............

92,372,328

196,576,867

(34,441,249)

27,683,862

Net

change

in

unrealized

appreciation

(depreciation)

.................

281,095,127

(682,590,820)

64,733,752

(60,365,040)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

.

440,850,342

(432,964,758)

37,657,637

(23,751,092)

Distributions

to

shareholders:

Class

Z

........................

(126,134,254)

(190,112,808)

(2,751,494)

(2,688,217)

Class

A

........................

(48,315,849)

(74,167,735)

(4,894,923)

(4,824,183)

Class

C

........................

(870,858)

(1,592,139)

(146,591)

(212,982)

Class

R

........................

(75,382)

(120,118)

—

—

Class

R6

.......................

(12,847,056)

(9,621,951)

(97,827)

(50,005)

Total

distributions

to

shareholders

.....

(188,243,399)

(275,614,751)

(7,890,835)

(7,775,387)

Capital

share

transactions:

(Note

2

)

Class

Z

........................

(73,264,356)

(15,446,542)

(10,495,795)

(4,430,932)

Class

A

........................

(35,378,349)

2,759,223

(24,955,096)

(8,336,278)

Class

C

........................

(2,980,104)

(3,987,241)

(7,139,115)

(5,252,310)

Class

R

........................

(90,388)

230,991

—

—

Class

R6

.......................

119,411,533

(20,790,639)

1,682,912

(732,681)

Total

capital

share

transactions

.......

7,698,336

(37,234,208)

(40,907,094)

(18,752,201)

Net

increase

(decrease)

in

net

assets

.....................

260,305,279

(745,813,717)

(11,140,292)

(50,278,680)

Net

assets:

Beginning

of

year

..................

2,930,683,028

3,676,496,745

365,773,786

416,052,466

End

of

year

......................

$3,190,988,307

$2,930,683,028

$354,633,494

$365,773,786

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Changes

in

Net

Assets

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

111

Franklin

Mutual

Global

Discovery

Fund

Franklin

Mutual

International

Value

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

............

$142,963,532

$164,656,225

$16,232,781

$20,302,434

Net

realized

gain

(loss)

............

580,229,454

506,317,803

(23,507,989)

73,058,121

Net

change

in

unrealized

appreciation

(depreciation)

.................

900,838,414

(1,168,768,275)

120,394,717

(106,285,616)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

.

1,624,031,400

(497,794,247)

113,119,509

(12,925,061)

Distributions

to

shareholders:

Class

Z

........................

(209,953,963)

(281,878,228)

(10,595,521)

(13,475,013)

Class

A

........................

(345,059,690)

(468,308,648)

(5,938,931)

(7,954,672)

Class

C

........................

(10,037,255)

(20,215,814)

(103,373)

(329,499)

Class

R

........................

(7,506,460)

(10,672,271)

(13,359)

(16,953)

Class

R6

.......................

(33,882,531)

(51,982,564)

(486,240)

(1,108,946)

Total

distributions

to

shareholders

.....

(606,439,899)

(833,057,525)

(17,137,424)

(22,885,083)

Capital

share

transactions:

(Note

2

)

Class

Z

........................

(92,586,351)

(52,974,974)

8,619,804

(21,426,384)

Class

A

........................

(149,003,067)

(120,252,374)

(3,457,352)

(14,180,394)

Class

C

........................

(72,231,562)

(75,739,833)

(7,997,324)

(8,053,154)

Class

R

........................

(7,771,010)

(9,685,704)

20,721

6,556

Class

R6

.......................

(89,372,523)

(46,371,609)

(25,432,600)

(1,105,043)

Total

capital

share

transactions

.......

(410,964,513)

(305,024,494)

(28,246,751)

(44,758,419)

Net

increase

(decrease)

in

net

assets

.....................

606,626,988

(1,635,876,266)

67,735,334

(80,568,563)

Net

assets:

Beginning

of

year

..................

8,463,406,603

10,099,282,869

719,432,973

800,001,536

End

of

year

......................

$9,070,033,591

$8,463,406,603

$787,168,307

$719,432,973

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Changes

in

Net

Assets

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

112

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

............

$112,461,289

$105,469,872

$139,830,203

$118,842,776

Net

realized

gain

(loss)

............

(322,720,962)

348,426,533

182,161,485

503,364,261

Net

change

in

unrealized

appreciation

(depreciation)

.................

470,652,121

(674,931,243)

561,919,902

(1,245,489,698)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

.

260,392,448

(221,034,838)

883,911,590

(623,282,661)

Distributions

to

shareholders:

Class

Z

........................

(90,041,826)

(75,629,406)

(224,503,537)

(351,898,805)

Class

A

........................

(25,068,653)

(21,616,265)

(152,760,064)

(237,824,169)

Class

C

........................

(974,331)

(870,932)

(1,891,299)

(12,939,673)

Class

R

........................

(112,506)

(121,099)

(2,081,752)

(3,434,282)

Class

R6

.......................

(1,387,964)

(1,210,033)

(17,324,235)

(26,928,459)

Total

distributions

to

shareholders

.....

(117,585,280)

(99,447,735)

(398,560,887)

(633,025,388)

Capital

share

transactions:

(Note

2

)

Class

Z

........................

(129,957,960)

(110,831,935)

(160,423,287)

(231,177,795)

Class

A

........................

(64,066,788)

(34,031,376)

(57,675,602)

(56,625,234)

Class

C

........................

(6,699,248)

(7,073,962)

(120,298,504)

(6,041,214)

Class

R

........................

(1,142,993)

1,714,206

(2,809,938)

(3,864,289)

Class

R6

.......................

(2,785,499)

(3,345,837)

(5,125,314)

(32,819,611)

Total

capital

share

transactions

.......

(204,652,488)

(153,568,904)

(346,332,645)

(330,528,143)

Net

increase

(decrease)

in

net

assets

.....................

(61,845,320)

(474,051,477)

139,018,058

(1,586,836,192)

Net

assets:

Beginning

of

year

..................

2,733,850,760

3,207,902,237

6,870,629,734

8,457,465,926

End

of

year

......................

$2,672,005,440

$2,733,850,760

$7,009,647,792

$6,870,629,734

Franklin

Mutual

Series

Funds

113

franklintempleton.com

Annual

Report

Notes

to

Financial

Statements

1.

Organization

and

Significant

Accounting

Policies

Franklin

Mutual

Series

Funds (Trust)

is

registered

under

the

Investment

Company

Act

of

1940

(1940

Act)

as

an

open-

end

management

investment

company,

consisting

of

six

separate

funds

(Funds).

The

Funds

follow

the

accounting

and

reporting

guidance

in

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946,

Financial

Services

–

Investment

Companies

(ASC

946)

and

apply

the

specialized

accounting

and

reporting

guidance

in

U.S.

Generally

Accepted

Accounting

Principles

(U.S.

GAAP),

including,

but

not

limited

to,

ASC

946.

The

classes

of

shares

offered

within

each

of

the

Funds

are

indicated

below.

Class

C

shares

automatically

convert

to

Class

A

shares

on

a

monthly

basis,

after

they

have

been

held

for

8

years.

Each

class

of

shares

may

differ

by

its initial

sales

load,

contingent

deferred

sales

charges,

voting

rights

on

matters

affecting

a

single

class,

its

exchange

privilege

and

fees

due

to

differing

arrangements

for

distribution

and

transfer

agent

fees.

Class

Z,

Class

A,

Class

C,

Class

R,

&

Class

R6

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Global

Discovery

Fund

Franklin

Mutual

International

Value

Fund

a

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Class

Z,

Class

A,

Class

C,

&

Class

R6

Franklin

Mutual

Financial

Services

Fund

b

a

Effective

May

1,

2023,

Franklin

Mutual

European

Fund

was

renamed

Franklin

Mutual

International

Value

Fund.

b

Effective

January

29,

2024,

Franklin

Mutual

Financial

Services

Fund

was

closed

to

new

investors

with

limited

exceptions.

The

following

summarizes

the Funds'

significant

accounting

policies

. 

a.

Financial

Instrument

Valuation 

The Funds'

investments

in

financial

instruments

are

carried

at

fair

value

daily.

Fair

value

is

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

on

the

measurement

date.

The Funds calculate the

net

asset

value

(NAV)

per

share

each

business

day

as

of

4

p.m.

Eastern

time

or

the

regularly

scheduled

close

of

the

New

York

Stock

Exchange

(NYSE),

whichever

is

earlier.

Under

compliance

policies

and

procedures

approved

by

the

Trust’s

Board

of

Trustees

(the

Board),

the

Board

has

designated

the

Funds’

investment

manager

as

the

valuation

designee

and

has

responsibility

for

oversight

of

valuation.

The

investment

manager

is

assisted

by

the

Funds'

administrator

in

performing

this

responsibility,

including

leading

the

cross-

functional

Valuation

Committee

(VC).

The

Funds

may

utilize

independent

pricing

services,

quotations

from

securities

and

financial

instrument

dealers,

and

other

market

sources

to

determine

fair

value. 

Equity

securities

and

derivative

financial

instruments

listed

on

an

exchange

or

on

the

NASDAQ

National

Market

System

are

valued

at

the

last

quoted

sale

price

or

the

official

closing

price of

the

day,

respectively.

Foreign

equity

securities

are

valued

as

of

the

close

of

trading

on

the

foreign

stock

exchange

on

which

the

security

is

primarily

traded,

or

as

of

4

p.m.

Eastern

time.

The

value

is

then

converted

into

its

U.S.

dollar

equivalent

at

the

foreign

exchange

rate

in

effect

at

4

p.m.

Eastern

time

on

the

day

that

the

value

of

the

security

is

determined.

Over-the-counter

(OTC)

securities

are

valued

within

the

range

of

the

most

recent

quoted

bid

and

ask

prices.

Securities

that

trade

in

multiple

markets

or

on

multiple

exchanges

are

valued

according

to

the

broadest

and

most

representative

market.

Certain

equity

securities

are

valued

based

upon

fundamental

characteristics

or

relationships

to

similar

securities. 

Debt

securities

generally

trade

in

the

OTC

market rather

than

on

a

securities

exchange.

The

Funds'

pricing

services

use

multiple

valuation

techniques

to

determine

fair

value.

In

instances

where

sufficient

market

activity

exists,

the

pricing

services

may

utilize

a

market-based

approach

through

which

quotes

from

market

makers

are

used

to

determine

fair

value.

In

instances

where

sufficient

market

activity

may

not

exist

or

is

limited,

the

pricing

services

also

utilize

proprietary

valuation

models

which

may

consider

market

characteristics

such

as

benchmark

yield

curves,

credit

spreads,

estimated

default

rates,

anticipated

market

interest

rate

volatility,

coupon

rates,

anticipated

timing

of

principal

repayments,

underlying

collateral,

and

other

unique

security

features

in

order

to

estimate

the

relevant

cash

flows,

which

are

then

discounted

to

calculate

the

fair

value.

Securities

denominated

in

a

foreign

currency

are

converted

into

their

U.S.

dollar

equivalent

at

the

foreign

exchange

rate

in

effect

at

4

p.m.

Eastern

time

on

the

date

that

the

values

of

the

foreign

debt

securities

are

determined.

Investments

in open-end mutual

funds

are

valued

at

the

closing

NAV.

Investments

in

repurchase

agreements

are

valued

at

cost,

which

approximates

fair

value.

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

114

franklintempleton.com

Annual

Report

Certain

derivative

financial

instruments

trade

in

the

OTC

market.

The

Funds' pricing

services

use

various

techniques

including

industry

standard

option

pricing

models

and

proprietary

discounted

cash

flow

models

to

determine

the

fair

value

of

those

instruments.

The

Funds' net

benefit

or

obligation

under

the

derivative

contract,

as

measured

by

the

fair

value

of

the

contract,

is

included

in

net

assets.

The

Funds

have

procedures

to

determine

the

fair

value

of

financial

instruments

for

which

market

prices

are

not

reliable

or

readily

available.

Under

these

procedures,

the

Funds

primarily

employ

a

market-based

approach

which

may

use

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

and

other

relevant

information

for

the

investment

to

determine

the

fair

value

of

the

investment.

An

income-based

valuation

approach

may

also

be

used

in

which

the

anticipated

future

cash

flows

of

the

investment

are

discounted

to

calculate

fair

value.

Discounts

may

also

be

applied

due

to

the

nature

or

duration

of

any

restrictions

on

the

disposition

of

the

investments.

Due

to

the

inherent

uncertainty

of

valuations

of

such

investments,

the

fair

values

may

differ

significantly

from

the

values

that

would

have

been

used

had

an

active

market

existed.

Trading

in

securities

on

foreign

securities

stock

exchanges

and

OTC

markets

may

be

completed

before

4

p.m.

Eastern

time.

In

addition,

trading

in

certain

foreign

markets

may

not

take

place

on

every

Funds'

business

day.

Events

can occur

between

the

time

at

which

trading

in

a

foreign

security

is

completed

and

4

p.m.

Eastern

time

that

might

call

into

question

the

reliability

of

the

value

of

a

portfolio

security

held

by

the

Funds.

As

a

result,

differences

may

arise

between

the

value

of

the

Funds'

portfolio

securities

as

determined

at

the

foreign

market

close

and

the

latest

indications

of

value

at

4

p.m.

Eastern

time.

In

order

to

minimize

the

potential

for

these

differences,

an

independent

pricing

service

may

be

used

to

adjust

the

value

of

the

Funds'

portfolio

securities

to

the

latest

indications

of

fair

value

at

4

p.m.

Eastern

time.

At

December

31,

2023,

certain

securities

may

have

been

fair

valued

using

these

procedures,

in

which

case

the

securities

were

categorized

as

Level

2

within

the

fair

value

hierarchy

(referred

to

as

“market

level

fair

value”).

See

the

Fair

Value

Measurements

note

for

more

information.

When

the

last

day

of

the

reporting

period

is

a

non-business

day,

certain

foreign

markets

may

be

open

on

those

days

that

the

Funds'

NAV

is

not

calculated,

which

could

result

in

differences

between

the

value

of

the

Funds'

portfolio

securities

on

the

last

business

day

and

the

last

calendar

day

of

the

reporting

period.

Any

security

valuation

changes

due

to

an

open

foreign

market

are

adjusted

and

reflected

by

the

Funds

for

financial

reporting

purposes.

b.

Foreign

Currency

Translation 

Portfolio

securities

and

other

assets

and

liabilities

denominated

in

foreign

currencies

are

translated

into

U.S.

dollars

based

on

the

exchange

rate

of

such

currencies

against

U.S.

dollars

on

the

date

of

valuation.

The

Funds

may

enter

into

foreign

currency

exchange

contracts

to

facilitate

transactions

denominated

in

a

foreign

currency.

Purchases

and

sales

of

securities,

income

and

expense

items

denominated

in

foreign

currencies

are

translated

into

U.S.

dollars

at

the

exchange

rate

in

effect

on

the

transaction

date.

Portfolio

securities

and

assets

and

liabilities

denominated

in

foreign

currencies

contain

risks

that

those

currencies

will

decline

in

value

relative

to

the

U.S.

dollar.

Occasionally,

events

may

impact

the

availability

or

reliability

of

foreign

exchange

rates

used

to

convert

the

U.S.

dollar

equivalent

value.

If

such

an

event

occurs,

the

foreign

exchange

rate

will

be

valued

at

fair

value

using

procedures

established

and

approved

by

the

Board.

The

Funds

do

not

separately

report

the

effect

of

changes

in

foreign

exchange

rates

from

changes

in

market

prices

on

securities

held.

Such

changes

are

included

in

net

realized

and

unrealized

gain

or

loss

from

investments

in

the

Statements

of

Operations.

Realized

foreign

exchange

gains

or

losses

arise

from

sales

of

foreign

currencies,

currency

gains

or

losses

realized

between

the

trade

and

settlement

dates

on

securities

transactions

and

the

difference

between

the

recorded

amounts

of

dividends,

interest,

and

foreign

withholding

taxes

and

the

U.S.

dollar

equivalent

of

the

amounts

actually

received

or

paid.

Net

unrealized

foreign

exchange

gains

and

losses

arise

from

changes

in

foreign

exchange

rates

on

foreign

denominated

assets

and

liabilities

other

than

investments

in

securities

held

at

the

end

of

the

reporting

period.

1.

Organization

and

Significant

Accounting

Policies

(continued)

a.

Financial

Instrument

Valuation 

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

115

franklintempleton.com

Annual

Report

c.

Securities

Purchased

on

a

Delayed

Delivery

Basis

Certain

or

all

Funds

purchase

securities

on

a

delayed

delivery

basis,

with

payment

and

delivery

scheduled

for

a

future

date.

These

transactions

are

subject

to

market

fluctuations

and

are

subject

to

the

risk

that

the

value

at

delivery

may

be

more

or

less

than

the

trade

date

purchase

price.

Although

the

Funds

will

generally

purchase

these

securities

with

the

intention

of

holding

the

securities,

they

may

sell

the

securities

before

the

settlement

date.

d.

Derivative

Financial

Instruments

Certain

or

all

Funds

invested

in

derivative

financial

instruments

in

order

to

manage

risk

or

gain

exposure

to

various

other

investments

or

markets.

Derivatives

are

financial

contracts

based

on

an

underlying

or

notional

amount,

require

no

initial

investment

or

an

initial

net

investment

that

is

smaller

than

would

normally

be

required

to

have

a

similar

response

to

changes

in

market

factors,

and

require

or

permit

net

settlement.

Derivatives

contain

various

risks

including

the

potential

inability

of

the

counterparty

to

fulfill

their

obligations

under

the

terms

of

the

contract,

the

potential

for

an

illiquid

secondary

market,

and/or

the

potential

for

market

movements

which

expose

the

Fund

to

gains

or

losses

in

excess

of

the

amounts

shown

in

the

Statements

of

Assets

and

Liabilities.

Realized

gain

and

loss

and

unrealized

appreciation

and

depreciation

on

these

contracts

for

the

period

are

included

in

the

Statements

of

Operations. 

Derivative

counterparty

credit

risk

is

managed

through

a

formal

evaluation

of

the

creditworthiness

of

all

potential

counterparties.

Certain

or

all

Funds

attempt

to

reduce

their

exposure

to

counterparty

credit

risk

on

OTC

derivatives,

whenever

possible,

by

entering

into

International

Swaps

and

Derivatives

Association

(ISDA)

master

agreements

with

certain

counterparties.

These

agreements

contain

various

provisions,

including

but

not

limited

to

collateral

requirements,

events

of

default,

or

early

termination.

Termination

events

applicable

to

the

counterparty

include

certain

deteriorations

in

the

credit

quality

of

the

counterparty.

Termination

events

applicable

to

the

Funds

include

failure

of

the

Funds

to

maintain

certain

net

asset

levels

and/or

limit

the

decline

in

net

assets

over

various

periods

of

time.

In

the

event

of

default

or

early

termination,

the

ISDA

master

agreement

gives

the

non-defaulting

party

the

right

to

net

and

close-out

all

transactions

traded,

whether

or

not

arising

under

the

ISDA

agreement,

to

one

net

amount

payable

by

one

counterparty

to

the

other.

However,

absent

an

event

of

default

or

early

termination,

OTC

derivative

assets

and

liabilities

are

presented

gross

and

not

offset

in

the

Statements

of

Assets

and

Liabilities.

Early

termination

by

the

counterparty

may

result

in

an

immediate

payment

by

the

Funds

of

any

net

liability

owed

to

that

counterparty

under

the

ISDA

agreement.

At

December

31,

2023,

certain

or

all

Funds

had

OTC

derivatives

in

a

net

liability

position

and

the

aggregate

value

of

collateral

pledged

for

such

contracts

was

as

follows:

Collateral

requirements

differ

by

type

of

derivative.

Collateral

or

initial

margin

requirements

are

set

by

the

broker

or

exchange

clearing

house

for

exchange

traded

and

centrally

cleared

derivatives.

Initial

margin

deposited

is

held

at

the

exchange

and

can

be

in

the

form

of

cash

and/or

securities.

For

OTC

derivatives

traded

under

an

ISDA

master

agreement,

posting

of

collateral

is

required

by

either

the

Fund

or

the

applicable

counterparty

if

the

total

net

exposure

of

all

OTC

derivatives

with

the

applicable

counterparty

exceeds

the

minimum

transfer

amount,

which

typically

ranges

from

$100,000

to

$250,000,

and

can

vary

depending

on

the

counterparty

and

the

type

of

agreement.

Generally,

collateral

is

determined

at

the

close

of

Fund

business

each

day

and

any

additional

collateral

required

due

to

changes

in

derivative

values

may

be

delivered

by

the

Fund

or

the

counterparty

the

next

business

day,

or

within

a

few

business

days.

Collateral

pledged

and/or

received

by

the

Fund

for

OTC

derivatives,

if

any,

is

held

in

segregated

accounts

with

the

Fund's

custodian/counterparty

broker

and

can

be

in

the

form

of

cash

and/or

securities.

Unrestricted

cash

may

be

invested

according

to

the

Funds'

investment

objectives.

To

the

extent

that

the

amounts

due

to

the

Fund

from

its

counterparties

are

not

subject

to

collateralization

or

are

not

fully

collateralized,

the

Fund

bears

the

risk

of

loss

from

counterparty

non-performance.

At

December

31,

2023,

certain

or

all

Funds

received

U.S.

Treasury

Bonds

and

Notes

as

collateral

for

derivatives,

as

follows:

Net

Liability

Position

Aggregate

Value

of

Collateral

Pledged

Franklin

Mutual

Financial

Services

Fund

$628,651

$456,273

Franklin

Mutual

Global

Discovery

Fund

$19,296,977

$10,902,325

Franklin

Mutual

Quest

Fund

$6,296,588

$5,455,285

Franklin

Mutual

Shares

Fund

$1,099,876

$1,192,110

1.

Organization

and

Significant

Accounting

Policies

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

116

franklintempleton.com

Annual

Report

Certain

or

all

Funds

entered

into

exchange

traded

futures

contracts

primarily

to

manage

exposure

to

certain

foreign

currencies

and

equity

price

risk.

A

futures

contract

is

an

agreement

between

the

Fund

and

a

counterparty

to

buy

or

sell

an

asset

at

a

specified

price

on

a

future

date.

Required

initial

margins

are

pledged

by

the

Fund,

and

the

daily

change

in

fair

value

is

accounted

for

as

a

variation

margin

payable

or

receivable

in

the

Statements

of

Assets

and

Liabilities.

At

December

31,

2023,

Franklin

Mutual

Beacon

Fund

had

no

futures

contracts.

Certain

or

all

Funds

entered

into

OTC

forward

exchange

contracts

primarily

to

manage

exposure

to

certain

foreign

currencies.

A

forward

exchange

contract

is

an

agreement

between

the

Fund

and

a

counterparty

to

buy

or

sell

a

foreign

currency at

a

specific

exchange

rate

on

a

future

date.

At

December

31,

2023,

Franklin

Mutual

Beacon

Fund

and

Franklin

Mutual

International

Value

Fund

had

no

forward

exchange

contracts. 

Certain

or

all

Funds

purchased

or

wrote

exchange

traded

option

contracts

primarily

to

manage

exposure

to

equity

price

risk.

An

option

is

a

contract

entitling

the

holder

to

purchase

or

sell

a

specific

amount

of

shares

or

units

of

an

asset

or

notional

amount

of

a

swap

(swaption),

at

a

specified

price.

When

an

option

is

purchased

or

written,

an

amount

equal

to

the

premium

paid

or

received

is

recorded

as

an

asset

or

liability,

respectively.

Upon

exercise

of

an

option,

the

acquisition

cost

or

sales

proceeds

of

the

underlying

investment

is

adjusted

by

any

premium

received

or

paid.

Upon

expiration

of

an

option,

any

premium

received

or

paid

is

recorded

as

a

realized

gain

or

loss.

Upon

closing

an

option

other

than

through

expiration

or

exercise,

the

difference

between

the

premium

received

or

paid

and

the

cost

to

close

the

position

is

recorded

as

a

realized

gain

or

loss.

At

December

31,

2023,

Franklin

Mutual

Beacon

Fund,

Franklin

Mutual

Financial

Services

Fund,

Franklin

Mutual

Global

Discovery

Fund,

Franklin

Mutual

International

Value

Fund

and

Franklin

Mutual

Shares

Fund

had

no

option

contracts.

See

Note

11

regarding

other

derivative

information.

e.

Securities

Sold

Short

Certain

or

all

Funds

are

engaged

in

selling

securities

short,

which

obligates

the

Fund

to

replace

a

borrowed

security

with

the

same

security

at

current

fair

value.

The

Fund

incurs

a

loss

if

the

price

of

the

security

increases

between

the

date

of

the

short

sale

and

the

date

on

which

the

Fund

replaces

the

borrowed

security.

The

Fund

realizes

a

gain

if

the

price

of

the

security

declines

between

those

dates.

Gains

are

limited

to

the

price

at

which

the

Fund

sold

the

security

short,

while

losses

are

potentially

unlimited

in

size.

The

Fund

is

required

to

establish

a

margin

account

with

the

broker

lending

the

security

sold

short.

While

the

short

sale

is

outstanding,

the

broker

retains

the

proceeds

of

the

short

sale

to

the

extent

necessary

to

meet

margin

requirements

until

the

short

position

is

closed

out.

A

deposit

must

also

be

maintained

with

the

Fund's

custodian/counterparty

broker

consisting

of

cash

and/or

securities

having

a

value

equal

to

a

specified

percentage

of

the

value

of

the

securities

sold

short.

The

Fund

is

obligated

to

pay

fees

for

borrowing

the

securities

sold

short

and

is

required

to

pay

the

counterparty

any

dividends

and/or

interest

due

on

securities

sold

short.

Such

dividends

and/or

interest

and

any

security

borrowing

fees

are

recorded

as

an

expense

to

the

Fund.

At

December

31,

2023,

Franklin

Mutual

Beacon

Fund,

Franklin

Mutual

Financial

Services

Fund,

Franklin

Mutual

Global

Discovery

Fund,

Franklin

Mutual

International

Value

Fund

and

Franklin

Mutual

Shares

Fund

had

no

securities

sold

short.

f.

Securities

Lending

Certain

or

all

Funds

participate

in

an

agency

based

securities

lending

program

to

earn

additional

income.

The

Fund

receives

collateral

in

the

form

of

cash

and/or

U.S.

Government

and

Agency

securities

against

the

loaned

securities

in

an

amount

equal

to

at

least

102%

of

the

fair

value

of

the

loaned

securities.

Collateral

is

maintained

over

the

life

of

the

loan

in

an

amount

not

less

than

100%

of

the

fair

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.

Any

cash

collateral

received

is

deposited

into

a

joint

cash

account

with

other

funds

and

is

Collateral

Received

Franklin

Mutual

Financial

Services

Fund

$–

Franklin

Mutual

Global

Discovery

Fund

$172,145

Franklin

Mutual

Quest

Fund

$57,489

Franklin

Mutual

Shares

Fund

$–

1.

Organization

and

Significant

Accounting

Policies

(continued)

d.

Derivative

Financial

Instruments

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

117

franklintempleton.com

Annual

Report

used

to

invest

in

a

money

market

fund

managed

by

Franklin

Advisers,

Inc.,

an

affiliate

of

the

Funds. The

Fund

may

receive

income

from

the

investment

of

cash

collateral,

in

addition

to

lending

fees

and

rebates

paid

by

the

borrower.

Income

from

securities

loaned,

net

of

fees

paid

to

the

securities

lending

agent

and/or

third-party

vendor,

is

reported

separately

in

the Statements of

Operations.

The

Fund

bears

the

market

risk

with

respect

to

any

cash

collateral

investment,

securities

loaned,

and

the

risk

that

the

agent

may

default

on

its

obligations

to

the

Fund.

If

the

borrower

defaults

on

its

obligation

to

return

the

securities

loaned,

the

Fund

has

the

right

to

repurchase

the

securities

in

the

open

market

using

the

collateral

received.

The

securities

lending

agent

has

agreed

to

indemnify

the

Fund

in

the

event

of

default

by

a

third

party

borrower.

At

December

31,

2023,

the

Funds

had

no

securities

on

loan.

g.

Senior

Floating

Rate

Interests

Certain

or

all

Funds

invest

in

senior

secured

corporate

loans

that

pay

interest

at

rates

which

are

periodically

reset

by

reference

to

a

base

lending

rate

plus

a

spread.

These

base

lending

rates

are

generally

the

prime

rate

offered

by

a

designated

U.S.

bank

or

the

Secured

Overnight

Financing

Rate

(SOFR).

Senior

secured

corporate

loans

often

require

prepayment

of

principal

from

excess

cash

flows

or

at

the

discretion

of

the

borrower.

As

a

result,

actual

maturity

may

be

substantially

less

than

the

stated

maturity.

Senior

secured

corporate

loans

in

which

the

Funds

invest

are

generally

readily

marketable,

but

may

be

subject

to

certain

restrictions

on

resale.

h.

Income

and

Deferred

Taxes

It

is each

Fund's

policy

to

qualify

as

a

regulated

investment

company

under

the

Internal

Revenue

Code. Each

Fund

intends

to

distribute

to

shareholders

substantially

all

of

its

taxable

income

and

net

realized

gains

to

relieve

it

from

federal

income

and

excise

taxes.

As

a

result,

no

provision

for

U.S.

federal

income

taxes

is

required.

The

Funds

may

be

subject

to

foreign

taxation

related

to

income

received,

capital

gains

on

the

sale

of

securities

and

certain

foreign

currency

transactions

in

the

foreign

jurisdictions

in

which

the

Funds

invest.

Foreign

taxes,

if

any,

are

recorded

based

on

the

tax

regulations

and

rates

that

exist

in

the

foreign

markets

in

which

the

Funds

invest.

When

a

capital

gain

tax

is

determined

to

apply,

certain

or

all

Funds

record

an

estimated

deferred

tax

liability

in

an

amount

that

would

be

payable

if

the

securities

were

disposed

of

on

the

valuation

date.

As

a

result

of

several

court

cases,

in

certain

countries

across

the

European

Union,

certain

or

all

Funds

filed

additional

tax

reclaims

for

previously

withheld

taxes

on

dividends

earned

in

those

countries

(EU

reclaims). Income

recognized,

if

any,

for

EU

reclaims

is

reflected

as

other

income

in

the

Statements of

Operations

and

any

related

receivable,

if

any,

is

reflected

as

European

Union

tax

reclaims

in

the

Statements

of

Assets

and

Liabilities.

Any

fees

associated

with

these

filings

are

reflected

in

other

expenses

in

the

Statements

of

Operations.

When

uncertainty

exists

as

to

the

ultimate

resolution

of

these

proceedings,

the

likelihood

of

receipt

of

these

EU

reclaims,

and

the

potential

timing

of

payment,

no

amounts

are

reflected

in

the

financial

statements.

For

U.S.

income

tax

purposes,

EU

reclaims

received

by

the

Funds,

if

any,

reduce

the

amount

of

foreign

taxes

Fund

shareholders

can

use

as

tax

deductions

or credits

on

their income

tax

returns.

In

the

event

that

EU

reclaims

received

by

the

Funds during a

fiscal

year

exceed

foreign

withholding

taxes

paid

by

the

Funds,

and

the Funds

previously

passed through

to

its

shareholders

foreign

taxes

incurred

by

the

Funds

to

be

used

as

a

credit

or

deduction

on

a

shareholder’s

income

tax

return,

the

Funds will

enter

into

a

closing

agreement

with

the

Internal

Revenue

Service

(IRS)

in

order

to

pay

the

associated

tax

liability

on

behalf

of

the Funds'

shareholders.

During

the

fiscal

year

ended

December

31,

2023,

certain

or

all

Funds

received

EU

reclaims

in

excess

of

the

foreign

taxes

paid

during

the

year.

Franklin

Mutual

Financial

Services

Fund

and

Franklin

Mutual

Global

Discovery

Fund

previously

determined

to

enter

into

a

closing

agreement

with

the

IRS

and

recorded

any

adjustments

to

estimated

payments

as

a

reduction

to

income,

as

reflected

in

the

Statements

of

Operations.

Each

Fund

may

recognize

an

income

tax

liability

related

to

its

uncertain

tax

positions

under

U.S.

GAAP

when

the

uncertain

tax

position

has

a

less

than

50%

probability

that

it

will

be

sustained

upon

examination

by

the

tax

authorities

based

on

its

technical

merits.

As

of

December

31,

2023, each

Fund

has

determined

that

no

tax

liability

is

required

in

its

financial

statements

related

to

uncertain

tax

positions

for

any

open

tax

years

(or

expected

to

be

taken

1.

Organization

and

Significant

Accounting

Policies

(continued)

f.

Securities

Lending

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

118

franklintempleton.com

Annual

Report

in

future

tax

years).

Open

tax

years

are

those

that

remain

subject

to

examination

and

are

based

on

the

statute

of

limitations

in

each

jurisdiction

in

which

the

Fund

invests. 

i.

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.

Paydown

gains

and

losses

are

recorded

as

an

adjustment

to

interest

income.

Certain

or

all

Funds

may

receive

other

income

from

investments

in

senior

secured

corporate

loans

or

unfunded

commitments,

including

amendment

fees,

consent

fees

or

commitment

fees.

These

fees

are

recorded

as

income

when

received

by

the

Funds.

Facility

fees

are

recognized

as

income

over

the

expected

term

of

the

loan.

Dividend

income

and

dividends

declared

on

securities

sold

short

are

recorded

on

the

ex-

dividend

date

except

for

certain

dividends

from

securities

where

the

dividend

rate

is

not

available.

In

such

cases,

the

dividend

is

recorded

as

soon

as

the

information

is

received

by

the

Fund.

Distributions

to shareholders

are

recorded

on

the

ex-dividend

date.

Distributable

earnings

are

determined

according

to

income

tax

regulations

(tax

basis)

and

may

differ

from

earnings

recorded

in

accordance

with

U.S.

GAAP.

These

differences

may

be

permanent

or

temporary.

Permanent

differences

are

reclassified

among

capital

accounts

to

reflect

their

tax

character.

These

reclassifications

have

no

impact

on

net

assets

or

the

results

of

operations.

Temporary

differences

are

not

reclassified,

as

they

may

reverse

in

subsequent

periods.

Common

expenses

incurred

by

the

Trust

are

allocated

among

the

Funds

based

on

the

ratio

of

net

assets

of

each

Fund

to

the

combined

net

assets

of

the

Trust

or

based

on

the

ratio

of

number

of

shareholders

of

each

Fund

to

the

combined

number

of

shareholders

of

the

Trust.

Fund

specific

expenses

are

charged

directly

to

the

Fund

that

incurred

the

expense.

Realized

and

unrealized

gains

and

losses

and

net

investment

income,

excluding

class

specific

expenses,

are

allocated

daily

to

each

class

of

shares

based

upon

the

relative

proportion

of

net

assets

of

each

class.

Differences

in

per

share

distributions

by

class

are

generally

due

to

differences

in

class

specific

expenses.

j.

Accounting

Estimates

The

preparation

of

financial

statements

in

accordance

with

U.S.

GAAP

requires

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

at

the

date

of

the

financial

statements

and

the

amounts

of

income

and

expenses

during

the

reporting

period.

Actual

results

could

differ

from

those

estimates.

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,

on

behalf

of

the

Funds,

enters

into

contracts

with

service

providers

that

contain

general

indemnification

clauses.

The

Trust's

maximum

exposure

under

these

arrangements

is

unknown

as

this

would

involve

future

claims

that

may

be

made

against

the

Trust

that

have

not

yet

occurred.

Currently,

the

Trust

expects

the

risk

of

loss

to

be

remote.

1.

Organization

and

Significant

Accounting

Policies

(continued)

h.

Income

and

Deferred

Taxes

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

119

franklintempleton.com

Annual

Report

2.

Shares

of

Beneficial

Interest

At

December

3

1

,

202

3

,

there

were

an

unlimited

number

of

shares

authorized

(without

par

value).

Transactions

in

the

Funds'

shares

were

as

follows:

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Shares

Amount

Shares

Amount

Class

Z

Class

Z

Shares:

Year

ended

December

31,

2023

Shares

sold

...................................

4,437,383

$67,628,142

559,918

$13,281,834

Shares

issued

in

reinvestment

of

distributions

..........

7,747,967

117,768,870

103,026

2,607,060

Shares

redeemed

...............................

(16,970,020)

(258,661,368)

(1,115,323)

(26,384,689)

Net

increase

(decrease)

..........................

(4,784,670)

$(73,264,356)

(452,379)

$(10,495,795)

Year

ended

December

31,

2022

Shares

sold

...................................

4,518,425

$72,353,692

549,487

$13,771,776

Shares

issued

in

reinvestment

of

distributions

..........

12,611,801

177,940,210

109,208

2,552,205

Shares

redeemed

...............................

(16,880,382)

(265,740,444)

(863,058)

(20,754,913)

Net

increase

(decrease)

..........................

249,844

$(15,446,542)

(204,363)

$(4,430,932)

Class

A

Class

A

Shares:

Year

ended

December

31,

2023

Shares

sold

a

...................................

3,822,581

$56,821,255

816,251

$19,131,617

Shares

issued

in

reinvestment

of

distributions

..........

3,127,595

46,870,576

186,231

4,722,724

Shares

redeemed

...............................

(9,284,571)

(139,070,180)

(2,085,538)

(48,809,437)

Net

increase

(decrease)

..........................

(2,334,395)

$(35,378,349)

(1,083,056)

$(24,955,096)

Year

ended

December

31,

2022

Shares

sold

a

...................................

3,950,838

$62,998,373

1,404,392

$35,638,190

Shares

issued

in

reinvestment

of

distributions

..........

5,184,904

72,072,434

199,079

4,668,407

Shares

redeemed

...............................

(8,517,905)

(132,311,584)

(2,030,320)

(48,642,875)

Net

increase

(decrease)

..........................

617,837

$2,759,223

(426,849)

$(8,336,278)

Class

C

Class

C

Shares:

Year

ended

December

31,

2023

Shares

sold

...................................

247,854

$3,701,522

65,017

$1,504,374

Shares

issued

in

reinvestment

of

distributions

..........

57,121

863,345

5,785

145,087

Shares

redeemed

a

..............................

(501,112)

(7,544,971)

(377,151)

(8,788,576)

Net

increase

(decrease)

..........................

(196,137)

$(2,980,104)

(306,349)

$(7,139,115)

Year

ended

December

31,

2022

Shares

sold

...................................

162,368

$2,643,400

145,932

$3,719,658

Shares

issued

in

reinvestment

of

distributions

..........

113,683

1,581,132

9,028

210,721

Shares

redeemed

a

..............................

(519,947)

(8,211,773)

(387,486)

(9,182,689)

Net

increase

(decrease)

..........................

(243,896)

$(3,987,241)

(232,526)

$(5,252,310)

Class

R

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

120

franklintempleton.com

Annual

Report

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Shares

Amount

Shares

Amount

Class

R

Shares:

Six

Months

ended

December

31,

2023

Shares

sold

...................................

18,489

$270,366

—

$—

Shares

issued

in

reinvestment

of

distributions

..........

5,116

75,382

—

—

Shares

redeemed

...............................

(29,611)

(436,136)

—

—

Net

increase

(decrease)

..........................

(6,006)

$(90,388)

—

$—

Six

Months

ended

December

31,

2022

Shares

sold

...................................

11,936

$185,508

—

$—

Shares

issued

in

reinvestment

of

distributions

..........

8,778

120,118

—

—

Shares

redeemed

...............................

(4,829)

(74,635)

—

—

Net

increase

(decrease)

..........................

15,885

$230,991

—

$—

Class

R6

Class

R6

Shares:

Year

ended

December

31,

2023

Shares

sold

...................................

11,297,222

$167,926,159

156,534

$3,857,698

Shares

issued

in

reinvestment

of

distributions

..........

337,258

5,123,040

3,830

97,827

Shares

redeemed

...............................

(3,482,773)

(53,637,666)

(91,121)

(2,272,613)

Net

increase

(decrease)

..........................

8,151,707

$119,411,533

69,243

$1,682,912

Year

ended

December

31,

2022

Shares

sold

...................................

844,073

$13,800,081

31,598

$790,271

Shares

issued

in

reinvestment

of

distributions

..........

678,737

9,575,351

2,125

50,005

Shares

redeemed

...............................

(2,894,436)

(44,166,071)

(62,999)

(1,572,957)

Net

increase

(decrease)

..........................

(1,371,626)

$(20,790,639)

(29,276)

$(732,681)

Franklin

Mutual

Global

Discovery

Fund

Franklin

Mutual

International

Value

Fund

Shares

Amount

Shares

Amount

Class

Z

Class

Z

Shares:

Year

ended

December

31,

2023

Shares

sold

...................................

6,493,289

$192,343,022

2,869,081

$64,544,782

Shares

issued

in

reinvestment

of

distributions

..........

6,430,200

192,529,780

429,392

9,719,452

Shares

redeemed

...............................

(16,103,822)

(477,459,153)

(2,905,391)

(65,644,430)

Net

increase

(decrease)

..........................

(3,180,333)

$(92,586,351)

393,082

$8,619,804

Year

ended

December

31,

2022

Shares

sold

...................................

4,894,660

$146,445,586

5,006,874

$107,549,542

Shares

issued

in

reinvestment

of

distributions

..........

9,606,859

258,820,963

607,689

12,330,793

Shares

redeemed

...............................

(15,602,455)

(458,241,523)

(6,848,287)

(141,306,719)

Net

increase

(decrease)

..........................

(1,100,936)

$(52,974,974)

(1,233,724)

$(21,426,384)

Class

A

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

121

franklintempleton.com

Annual

Report

Franklin

Mutual

Global

Discovery

Fund

Franklin

Mutual

International

Value

Fund

Shares

Amount

Shares

Amount

Class

A

Shares:

Year

ended

December

31,

2023

Shares

sold

a

...................................

12,430,769

$354,657,476

1,613,523

$35,351,619

Shares

issued

in

reinvestment

of

distributions

..........

11,607,296

337,331,008

259,480

5,654,768

Shares

redeemed

...............................

(29,263,600)

(840,991,551)

(2,037,327)

(44,463,739)

Net

increase

(decrease)

..........................

(5,225,535)

$(149,003,067)

(164,324)

$(3,457,352)

Year

ended

December

31,

2022

Shares

sold

a

...................................

9,521,128

$277,104,275

1,143,930

$23,416,157

Shares

issued

in

reinvestment

of

distributions

..........

17,470,833

457,401,627

385,864

7,567,616

Shares

redeemed

...............................

(29,745,785)

(854,758,276)

(2,238,008)

(45,164,167)

Net

increase

(decrease)

..........................

(2,753,824)

$(120,252,374)

(708,214)

$(14,180,394)

Class

C

Class

C

Shares:

Year

ended

December

31,

2023

Shares

sold

...................................

1,033,148

$29,371,188

69,828

$1,540,194

Shares

issued

in

reinvestment

of

distributions

..........

341,034

9,989,953

4,753

101,955

Shares

redeemed

a

..............................

(3,879,460)

(111,592,703)

(434,200)

(9,639,473)

Net

increase

(decrease)

..........................

(2,505,278)

$(72,231,562)

(359,619)

$(7,997,324)

Year

ended

December

31,

2022

Shares

sold

...................................

657,450

$19,234,736

57,998

$1,215,483

Shares

issued

in

reinvestment

of

distributions

..........

770,098

20,104,071

16,514

323,733

Shares

redeemed

a

..............................

(3,957,748)

(115,078,640)

(466,964)

(9,592,370)

Net

increase

(decrease)

..........................

(2,530,200)

$(75,739,833)

(392,452)

$(8,053,154)

Class

R

Class

R

Shares:

Year

ended

December

31,

2023

Shares

sold

...................................

429,189

$12,115,643

62,165

$1,277,450

Shares

issued

in

reinvestment

of

distributions

..........

262,654

7,496,446

632

13,359

Shares

redeemed

...............................

(968,250)

(27,383,099)

(59,492)

(1,270,088)

Net

increase

(decrease)

..........................

(276,407)

$(7,771,010)

3,305

$20,721

Year

ended

December

31,

2022

Shares

sold

...................................

391,507

$11,216,698

11,242

$218,562

Shares

issued

in

reinvestment

of

distributions

..........

414,590

10,657,235

886

16,953

Shares

redeemed

...............................

(1,096,319)

(31,559,637)

(11,636)

(228,959)

Net

increase

(decrease)

..........................

(290,222)

$(9,685,704)

492

$6,556

Class

R6

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

122

franklintempleton.com

Annual

Report

Franklin

Mutual

Global

Discovery

Fund

Franklin

Mutual

International

Value

Fund

Shares

Amount

Shares

Amount

Class

R6

Shares:

Year

ended

December

31,

2023

Shares

sold

...................................

3,299,551

$96,011,358

358,652

$7,982,647

Shares

issued

in

reinvestment

of

distributions

..........

1,121,127

33,536,170

8,181

185,406

Shares

redeemed

...............................

(7,418,871)

(218,920,051)

(1,534,035)

(33,600,653)

Net

increase

(decrease)

..........................

(2,998,193)

$(89,372,523)

(1,167,202)

$(25,432,600)

Year

ended

December

31,

2022

Shares

sold

...................................

2,373,607

$70,078,122

199,706

$4,124,439

Shares

issued

in

reinvestment

of

distributions

..........

1,588,180

42,784,151

11,098

225,059

Shares

redeemed

...............................

(5,311,125)

(159,233,882)

(264,096)

(5,454,541)

Net

increase

(decrease)

..........................

(1,349,338)

$(46,371,609)

(53,292)

$(1,105,043)

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Shares

Amount

Shares

Amount

Class

Z

Class

Z

Shares:

Year

ended

December

31,

2023

Shares

sold

...................................

7,677,545

$100,748,804

4,454,850

$105,270,805

Shares

issued

in

reinvestment

of

distributions

..........

6,346,294

85,180,750

8,371,198

199,292,980

Shares

redeemed

...............................

(23,915,512)

(315,887,514)

(19,667,301)

(464,987,072)

Net

increase

(decrease)

..........................

(9,891,673)

$(129,957,960)

(6,841,253)

$(160,423,287)

Year

ended

December

31,

2022

Shares

sold

...................................

9,784,272

$141,281,538

8,798,481

$213,065,039

Shares

issued

in

reinvestment

of

distributions

..........

5,582,185

71,608,119

13,845,004

313,006,127

Shares

redeemed

...............................

(23,183,656)

(323,721,592)

(31,157,436)

(757,248,961)

Net

increase

(decrease)

..........................

(7,817,199)

$(110,831,935)

(8,513,951)

$(231,177,795)

Class

A

Class

A

Shares:

Year

ended

December

31,

2023

Shares

sold

a

...................................

3,767,135

$47,938,201

11,359,311

$265,229,190

Shares

issued

in

reinvestment

of

distributions

..........

1,867,301

24,613,784

6,356,326

148,932,805

Shares

redeemed

...............................

(10,596,089)

(136,618,773)

(20,314,755)

(471,837,597)

Net

increase

(decrease)

..........................

(4,961,653)

$(64,066,788)

(2,599,118)

$(57,675,602)

Year

ended

December

31,

2022

Shares

sold

a

...................................

4,854,484

$67,636,417

5,456,941

$135,249,494

Shares

issued

in

reinvestment

of

distributions

..........

1,674,995

21,117,918

10,408,356

231,619,673

Shares

redeemed

...............................

(8,979,450)

(122,785,711)

(17,268,207)

(423,494,401)

Net

increase

(decrease)

..........................

(2,449,971)

$(34,031,376)

(1,402,910)

$(56,625,234)

Class

C

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

123

franklintempleton.com

Annual

Report

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Shares

Amount

Shares

Amount

Class

C

Shares:

Year

ended

December

31,

2023

Shares

sold

...................................

354,346

$4,490,786

862,035

$19,944,926

Shares

issued

in

reinvestment

of

distributions

..........

73,656

969,074

80,423

1,877,660

Shares

redeemed

a

..............................

(950,031)

(12,159,108)

(6,010,694)

(142,121,090)

Net

increase

(decrease)

..........................

(522,029)

$(6,699,248)

(5,068,236)

$(120,298,504)

Year

ended

December

31,

2022

Shares

sold

...................................

334,623

$4,632,285

1,322,415

$32,820,116

Shares

issued

in

reinvestment

of

distributions

..........

68,787

865,760

583,262

12,902,802

Shares

redeemed

a

..............................

(925,818)

(12,572,007)

(2,093,687)

(51,764,132)

Net

increase

(decrease)

..........................

(522,408)

$(7,073,962)

(188,010)

$(6,041,214)

Class

R

Class

R

Shares:

Year

ended

December

31,

2023

Shares

sold

...................................

51,152

$644,174

157,693

$3,630,210

Shares

issued

in

reinvestment

of

distributions

..........

8,687

112,506

89,320

2,081,736

Shares

redeemed

...............................

(149,547)

(1,899,673)

(366,027)

(8,521,884)

Net

increase

(decrease)

..........................

(89,708)

$(1,142,993)

(119,014)

$(2,809,938)

Year

ended

December

31,

2022

Shares

sold

...................................

278,639

$3,958,251

159,279

$3,993,747

Shares

issued

in

reinvestment

of

distributions

..........

9,769

121,099

155,234

3,434,257

Shares

redeemed

...............................

(180,023)

(2,365,144)

(458,550)

(11,292,293)

Net

increase

(decrease)

..........................

108,385

$1,714,206

(144,037)

$(3,864,289)

Class

R6

Class

R6

Shares:

Year

ended

December

31,

2023

Shares

sold

...................................

404,126

$5,306,369

694,918

$16,140,974

Shares

issued

in

reinvestment

of

distributions

..........

102,520

1,375,044

727,055

17,303,237

Shares

redeemed

...............................

(718,549)

(9,466,912)

(1,626,591)

(38,569,525)

Net

increase

(decrease)

..........................

(211,903)

$(2,785,499)

(204,618)

$(5,125,314)

Year

ended

December

31,

2022

Shares

sold

...................................

480,288

$6,781,496

506,509

$12,677,849

Shares

issued

in

reinvestment

of

distributions

..........

93,655

1,200,472

1,191,226

26,903,261

Shares

redeemed

...............................

(813,586)

(11,327,805)

(2,905,856)

(72,400,721)

Net

increase

(decrease)

..........................

(239,643)

$(3,345,837)

(1,208,121)

$(32,819,611)

a

May

include

a

portion

of

Class

C

shares

that

were

automatically

converted

to

Class

A.

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

124

franklintempleton.com

Annual

Report

3.

Transactions

with

Affiliates

Franklin

Resources,

Inc.

is

the

holding

company

for

various

subsidiaries

that

together

are

referred

to

as

Franklin

Templeton.

Certain

officers

and

trustees

of

the

Trust

are

also

officers

and/or

directors

of

the

following

subsidiaries:

a.

Management

Fees

Franklin

Mutual

Beacon

Fund

and

Franklin

Mutual

Quest

Fund

pay

an

investment

management

fee,

calculated

daily

and

paid

monthly,

to

Franklin

Mutual

based

on

the

average

daily

net

assets

of

each

of

the

Funds

as

follows:

Franklin

Mutual

Financial

Services

Fund

pays

an

investment

management

fee,

calculated

daily

and

paid

monthly,

to

Franklin

Mutual

based

on

the

average

daily

net

assets

of

each

of

the

Funds

as

follows:

Franklin

Mutual

Global

Discovery

Fund

pays

an

investment

management

fee,

calculated

daily

and

paid

monthly,

to

Franklin

Mutual

based

on

the

average

daily

net

assets

of

the

Fund

as

follows:

Subsidiary

Affiliation

Franklin

Mutual

Advisers,

LLC

(Franklin

Mutual)

Investment

manager

Franklin

Templeton

Services,

LLC

(FT

Services)

Administrative

manager

Franklin

Distributors,

LLC

(Distributors)

Principal

underwriter

Franklin

Templeton

Investor

Services,

LLC

(Investor

Services)

Transfer

agent

Annualized

Fee

Rate

Net

Assets

0.675%

Up

to

and

including

$5

billion

0.645%

Over

$5

billion,

up

to

and

including

$7

billion

0.625%

Over

$7

billion,

up

to

and

including

$10

billion

0.615%

In

excess

of

$10

billion

Annualized

Fee

Rate

Net

Assets

0.875%

Up

to

and

including

$1

billion

0.845%

Over

$1

billion,

up

to

and

including

$2

billion

0.825%

Over

$2

billion,

up

to

and

including

$5

billion

0.805%

In

excess

of

$5

billion

Annualized

Fee

Rate

Net

Assets

0.845%

Up

to

and

including

$7

billion

0.825%

Over

$7

billion,

up

to

and

including

$10

billion

0.805%

Over

$10

billion,

up

to

and

including

$13

billion

0.785%

Over

$13

billion,

up

to

and

including

$16

billion

0.765%

Over

$16

billion,

up

to

and

including

$19

billion

0.745%

Over

$19

billion,

up

to

and

including

$22

billion

0.725%

Over

$22

billion,

up

to

and

including

$25

billion

0.705%

Over

$25

billion,

up

to

and

including

$28

billion

0.685%

In

excess

of

$28

billion

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

125

franklintempleton.com

Annual

Report

Effective

May

1,

2023,

Franklin

Mutual

International

Value

Fund

pays

an

investment

management

fee,

calculated

daily

and

paid

monthly,

to

Franklin

Mutual

based

on

the

average

daily

net

assets

of

the

Fund

as

follows:

Prior

to

May

1,

2023,

Franklin

Mutual

International

Value

Fund

paid

fees,

calculated

daily

and

paid

monthly,

to

Franklin

Mutual

based

on

the

average

daily

net

assets

of

the

Fund

as

follows:

Franklin

Mutual

Shares

Fund

pays

an

investment

management

fee,

calculated

daily

and

paid

monthly,

to

Franklin

Mutual

based

on

the

average

daily

net

assets

of

the

Fund

as

follows:

For

the

year

ended

December

31,

2023,

each

Fund's

gross

effective

investment

management

fee

rate

based

on

average

daily

net

assets

was

as

follows:

Annualized

Fee

Rate

Net

Assets

0.800%

Up

to

and

including

$1

billion

0.770%

Over

$1

billion,

up

to

and

including

$2

billion

0.750%

Over

$2

billion,

up

to

and

including

$5

billion

0.730%

In

excess

of

$5

billion

Annualized

Fee

Rate

Net

Assets

0.875%

Up

to

and

including

$1

billion

0.845%

Over

$1

billion,

up

to

and

including

$2

billion

0.825%

Over

$2

billion,

up

to

and

including

$5

billion

0.805%

In

excess

of

$5

billion

Annualized

Fee

Rate

Net

Assets

0.675%

Up

to

and

including

$5

billion

0.645%

Over

$5

billion,

up

to

and

including

$10

billion

0.625%

Over

$10

billion,

up

to

and

including

$15

billion

0.595%

Over

$15

billion,

up

to

and

including

$20

billion

0.585%

Over

$20

billion,

up

to

and

including

$25

billion

0.565%

Over

$25

billion,

up

to

and

including

$30

billion

0.555%

Over

$30

billion,

up

to

and

including

$35

billion

0.545%

In

excess

of

$35

billion

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Gross

effective

investment

management

fee

rate

...................

0.675%

0.875%

0.841%

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Gross

effective

investment

management

fee

rate

...................

0.824%

0.675%

0.667%

3.

Transactions

with

Affiliates

(continued)

a.

Management

Fees

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

126

franklintempleton.com

Annual

Report

b.

Administrative

Fees

Under

an

agreement

with

Franklin

Mutual,

FT

Services

provides

administrative

services

to

the

Funds.

The

fee

is

paid

by

Franklin

Mutual

based

on

the

Funds’

average

daily

net

assets,

and

is

not

an

additional

expense

of

the

Funds.

c.

Distribution

Fees

The

Board

has

adopted

distribution

plans

for

each

share

class

with

the

exception

of

Class

Z

and

Class

R6

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 the

each

Fund's

shares

up

to

the

maximum

annual

plan

rate

for

each

class.

Under

the

Class

A

reimbursement

distribution

plans,

costs

exceeding

the

maximum

for

the

current

plan

year

cannot

be

reimbursed

in

subsequent

periods.

In

addition,

under

the

Funds’

Class

C

and

R

compensation

distribution

plans,

the

Funds

pay

Distributors

for

costs

incurred

in

connection

with

the

servicing,

sale

and

distribution

of

each

Fund's

shares

up

to

the

maximum

annual

plan

rate

for

each

class.

The

plan

year,

for

purposes

of

monitoring

compliance

with

the

maximum

annual

plan

rates,

is

February

1

through

January

31

for

each

Fund.

The

maximum

annual

plan

rates,

based

on

the

average

daily

net

assets,

for

each

class,

are

as

follows:

The

Board

has

set

the

current

rate

at

0.25%

per

year

for

Class

A

shares

until

further

notice

and

approval

by

the

Board.

d.

Sales

Charges/Underwriting

Agreements

Front-end

sales

charges

and

contingent

deferred

sales

charges

(CDSC)

do

not

represent

expenses

of

the

Funds.

These

charges

are

deducted

from

the

proceeds

of

sales

of

fund

shares

prior

to

investment

or

from

redemption

proceeds

prior

to

remittance,

as

applicable.

Distributors

has

advised

the

Funds

of

the

following

commission

transactions

related

to

the

sales

and

redemptions

of

the

Funds'

shares

for

the

year:

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Class

A

................................................

0.35%

0.35%

0.35%

Class

C

................................................

1.00%

1.00%

1.00%

Class

R

................................................

0.50%

—%

0.50%

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Class

A

................................................

0.35%

0.35%

0.35%

Class

C

................................................

1.00%

1.00%

1.00%

Class

R

................................................

0.50%

0.50%

0.50%

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Sales

charges

retained

net

of

commissions

paid

to

unaffiliated

brokers/

dealers

..................................................

$27,569

$10,414

$197,547

CDSC

retained

............................................

$2,720

$3,605

$18,808

3.

Transactions

with

Affiliates

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

127

franklintempleton.com

Annual

Report

e.

Transfer

Agent

Fees

Each

class

of

shares

pays

transfer

agent

fees,

calculated

monthly

and

paid

monthly,

to

Investor

Services

for

its

performance

of

shareholder

servicing

obligations.

Effective

October

1,

2023,

the

fees

are

based

on

a

fixed

margin

earned

by

Investor

Services

and

are

allocated

to

the

Funds

based

upon

relative

assets

and

relative

transactions.

Prior

to

October

1,

2023,

the

fees

were

based

on

an

annualized

asset

based

fee

of

0.016%

plus

a

transaction

based

fee.

In

addition,

each

class

reimburses

Investor

Services

for

out

of

pocket

expenses

incurred

and,

except

for

Class

R6,

reimburses

shareholder

servicing

fees

paid

to

third

parties.

These

fees

paid

to

third

parties

are

accrued

and

allocated

daily

based

upon

their

relative

proportion

of

such

classes'

aggregate

net

assets.

Class

R6

pays

Investor

Services

transfer

agent

fees

allocated

specifically

to

that

class

based

upon

its

relative

assets

and

relative

transactions.

For

the

year

ended

December

31,

2023,

the

Funds

paid

transfer

agent

fees

as

noted

in

the

Statements

of

Operations

of

which

the

following

amounts

were

retained

by

Investor

Services:

f.

Investments

in

Affiliated

Management

Investment

Companies

Certain

or

all

Funds

invest

in

one

or

more

affiliated

management

investment

companies.

As

defined

in

the

1940

Act,

an

investment

is

deemed

to

be

a

“Controlled

Affiliate”

of

a

fund

when

a

fund

owns,

either

directly

or

indirectly,

25%

or

more

of

the

affiliated

fund’s

outstanding

shares

or

has

the

power

to

exercise

control

over

management

or

policies

of

such

fund.

The

Funds

do

not

invest

for

purposes

of

exercising

a

controlling

influence

over

the

management

or

policies.

Management

fees

paid

by

the

Funds

are

waived

on

assets

invested

in

the

affiliated

management

investment

companies,

as

noted

in

the

Statements

of

Operations,

in

an

amount

not

to

exceed

the

management

and

administrative

fees

paid

directly

or

indirectly

by

each

affiliate.

During

the

year

ended

December

31,

2023,

investments

in

affiliated

management

investment

companies

were

as

follows:

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Sales

charges

retained

net

of

commissions

paid

to

unaffiliated

brokers/

dealers

..................................................

$10,843

$19,889

$75,951

CDSC

retained

............................................

$543

$2,148

$8,590

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Transfer

agent

fees

.........................................

$855,350

$172,757

$3,144,497

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Transfer

agent

fees

.........................................

$271,518

$836,543

$2,068,992

3.

Transactions

with

Affiliates

(continued)

d.

Sales

Charges/Underwriting

Agreements

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

128

franklintempleton.com

Annual

Report

g.

Waiver

and

Expense

Reimbursements

Franklin

Mutual

has

contractually

agreed

in

advance

to

waive

or

limit

its

fees

and

to

assume

as

its

own

expense

certain

expenses

otherwise

payable

by

Franklin

Mutual

Global

Discovery

Fund

so

that

the

operating

expenses

(excluding

interest

expense,

distribution

fees,

acquired

fund

fees

and

expenses,

expenses

related

to

securities

sold

short,

and

certain

non-routine

expenses

or

costs,

including

those

relating

to

litigation,

indemnification,

reorganizations,

and

liquidations)

for

each

class

of

the

Fund

do

not

exceed

1.00%

based

on

the

average

net

assets

of

each

class

until

April

30,

2024.

Total

expenses

waived

or

paid

are

not

subject

to

recapture

subsequent

to

the

Fund's

fiscal

year

end.

Effective

May

1,

2023,

Franklin

Mutual

has

contractually

agreed

in

advance

to

waive

or

limit

its

fees

and

to

assume

as

its

own

expense

certain

expenses

otherwise

payable

by

Franklin

Mutual

International

Value

Fund

so

that

the

operating

expenses

(excluding

interest

expense,

distribution

fees,

acquired

fund

fees

and

expenses,

expenses

related

to

securities

sold

short,

and

certain

non-routine

expenses

or

costs,

including

those

relating

to

litigation,

indemnification,

reorganizations,

and

liquidations)

for

each

class

of

the

Fund

do

not

exceed

0.95%

based

on

the

average

net

assets

of

each

class

until

April

30,

2024.

Total

expenses

waived

or

paid

are

not

subject

to

recapture

subsequent

to

the

Fund's

fiscal

year

end.

Transfer

agent

fees

on

Class

R6

shares

of

Franklin

Mutual

Beacon

Fund,

Franklin

Mutual

International

Value

Fund

and

Franklin

Mutual

Quest

Fund

have

been

capped

so

that

transfer

agent

fees

for

that

class

do

not

exceed

0.02%

based

on

the

average

net

assets

of

the

class

until

April

30,

2024.

Transfer

agent

fees

on

Class

R6

shares

of

Franklin

Mutual

Financial

Services

Fund,

Franklin

Mutual

Global

Discovery

Fund

and

Franklin

Mutual

Shares

Fund

have

been

capped

so

that

transfer

agent

fees

for

that

class

do

not

exceed

0.03%

based

on

the

average

net

assets

of

the

class

until

April

30,

2024.

    aa

Value

at

Beginning

of

Year

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Year

Number

of

Shares

Held

at

End

of

Year

Investment

Income

a      

a  

a  

a  

a  

a  

a  

a  

Franklin

Mutual

Financial

Services

Fund

Non-Controlled

Affiliates

Income

from

securities

loaned

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

5.034%

$3,000

$467,000

$(470,000)

$—

$—

$—

—

$420

Total

Affiliated

Securities

...

$3,000

$467,000

$(470,000)

$—

$—

$—

$420

Franklin

Mutual

Quest

Fund

Non-Controlled

Affiliates

Income

from

securities

loaned

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

5.034%

$—

$11,952,000

$(11,952,000)

$—

$—

$—

—

$8,679

Total

Affiliated

Securities

...

$—

$11,952,000

$(11,952,000)

$—

$—

$—

$8,679

3.

Transactions

with

Affiliates

(continued)

f.

Investments

in

Affiliated

Management

Investment

Companies

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

129

franklintempleton.com

Annual

Report

4.

Expense

Offset

Arrangement

The

Funds

have

previously

entered

into

an

arrangement

with

their

custodian

whereby

credits

realized

as

a

result

of

uninvested

cash

balances

are

used

to

reduce

a

portion

of

the

Funds'

custodian

expenses.

During

the

year

ended

December

31,

2023,

the

custodian

fees

were

reduced

as

noted

in

the

Statements

of

Operations.

Effective

July

10,

2023,

earned

credits,

if

any,

will

be

recognized

as

income.

5.

Independent

Trustees'

Retirement

Plan

On

January

1,

1993,

the

Trust

adopted

an

Independent

Trustees’

Retirement

Plan

(Plan).

The

Plan

is

an

unfunded

defined

benefit

plan

that

provides

benefit

payments

to

Trustees

whose

length

of

service

and

retirement

age

meets

the

eligibility

requirements

of

the

Plan.

Benefits

under

the

Plan

are

based

on

years

of

service

and

fees

paid

to

each

trustee

at

the

time

of

retirement.

Effective

in

December

1996,

the

Plan

was

closed

to

new

participants.

During

the

year

ended

December

31,

2023,

the

Funds'

projected

benefit

obligation

and

benefit

payments

under

the

Plan

were

as

follows:

6.

Income

Taxes

For

tax

purposes,

capital

losses

may

be

carried

over

to

offset

future

capital

gains.

At

December

31,

2023,

the

capital

loss

carryforwards

were

as

follows:

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

a

Projected

benefit

obligation

at

December

31,

2023

.................

$159,427

$17,120

$721,490

b

Increase

(decrease)

in

projected

benefit

obligation

.................

$496

$52

$1,411

Benefit

payments

made

to

retired

trustees

........................

$(9,054)

$(1,035)

$(26,532)

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

a

Projected

benefit

obligation

at

December

31,

2023

.................

$99,932

$213,185

$673,006

b

Increase

(decrease)

in

projected

benefit

obligation

.................

$119

$422

$1,083

Benefit

payments

made

to

retired

trustees

........................

$(2,276)

$(8,029)

$(20,660)

a

The

projected

benefit

obligation

is

included

in

trustees’

fees

and

expenses

in

the

Statements

of

Assets

and

Liabilities.

b

The

increase

(decrease)

in

projected

benefit

obligation

is

reflected

in

trustees’

fees

and

expenses

in

the

Statements

of

Operations.

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

1

1

1

Capital

loss

carryforwards

not

subject

to

expiration:

Short

term

...............................................................

$

9,795,446

$

—

Long

term

...............................................................

48,431,233

1,436,505

a

Total

capital

loss

carryforwards

..............................................

$58,226,679

$1,436,505

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

130

franklintempleton.com

Annual

Report

a

Includes

$

1

,

436

,

505

from

the

acquired

Franklin

Mutual

International

Fund,

which

may

be

carried

over

to

offset

future

capital

gains,

subject

to

certain

limitations.

During

the

year

ended

December

31,

2023,

Franklin

Mutual

Global

Discovery Fund

utilized

$1,500,376

of

capital

loss

carryforwards.

For

tax

purposes,

the

Funds

may

elect

to

defer

any

portion

of

a

post-October

capital

loss

or

late-year

ordinary

loss

to

the

first

day

of

the

following

fiscal

year.

At December

31,

2023,

Franklin

Mutual

Beacon

Fund

deferred

post-October

capital

losses

of

$7,101,188.

The

tax

character

of

distributions

paid

during

the

years

ended

December

31,

2023

and

2022,

was

as

follows:

At

December

31,

2023,

the

cost

of

investments,

net

unrealized

appreciation

(depreciation),

undistributed

ordinary

income

and

undistributed

long

term

capital

gains

for

income

tax

purposes

were

as

follows:

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

1

1

1

Capital

loss

carryforwards

not

subject

to

expiration:

Short

term

...............................................................

$

—

$

149,942,380

Long

term

...............................................................

127,083,463

457,674,639

Total

capital

loss

carryforwards

..............................................

$127,083,463

$607,617,019

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

2023

2022

2023

2022

Distributions

paid

from:

Ordinary

income

........................

$60,778,236

$49,229,979

$7,890,835

$7,775,387

Long

term

capital

gain

....................

127,465,163

226,384,772

—

—

$188,243,399

$275,614,751

$7,890,835

$7,775,387

Franklin

Mutual

Global

Discovery

Fund

Franklin

Mutual

International

Value

Fund

2023

2022

2023

2022

Distributions

paid

from:

Ordinary

income

........................

$326,400,138

$161,763,944

$17,137,424

$22,885,083

Long

term

capital

gain

....................

280,039,761

671,293,581

—

—

$606,439,899

$833,057,525

$17,137,424

$22,885,083

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

2023

2022

2023

2022

Distributions

paid

from:

Ordinary

income

........................

$117,585,280

$99,447,735

$145,669,153

$102,921,111

Long

term

capital

gain

....................

—

—

252,891,734

530,104,277

$117,585,280

$99,447,735

$398,560,887

$633,025,388

6.

Income

Taxes

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

131

franklintempleton.com

Annual

Report

Differences

between

income

and/or

capital

gains

as

determined

on

a

book

basis

and

a

tax

basis

are

primarily

due

to

differing

treatments

of

foreign

currency

transactions,

wash

sales,

EU

reclaims,

passive

foreign

investment

company

shares,

bond

discounts

and

premiums,

tax

straddles,

derivative

financial

instruments

and

corporate

actions.

The

Funds,

except

for

Franklin

Mutual

Quest

Fund

utilized

a

tax

accounting

practice

to

treat

a

portion

of

the

proceeds

from

capital

shares

redeemed

as

a

distribution

from

net

investment

income

and

realized

capital

gains.

7.

Investment

Transactions

Purchases

and

sales

of

investments

(excluding

short

term

securities

and

securities

sold

short)

for

the

year

ended

December

31,

2023,

were

as

follows:

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

a

a

a

a

Cost

of

investments

........................................

$2,531,111,801

$275,455,386

$6,968,010,674

Unrealized

appreciation

......................................

$699,095,452

$92,297,471

$2,210,493,577

Unrealized

depreciation

......................................

(49,078,218)

(13,747,416)

(120,729,447)

Net

unrealized

appreciation

(depreciation)

........................

$650,017,234

$78,550,055

$2,089,764,130

Distributable

earnings:

Undistributed

ordinary

income

.................................

$1,078,889

$23,279

$11,211,362

Undistributed

long

term

capital

gains

............................

—

—

71,514,163

Total

distributable

earnings

...................................

$1,078,889

$23,279

$82,725,525

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

a

a

a

a

Cost

of

investments

........................................

$669,229,117

$2,515,848,581

$5,509,106,185

Unrealized

appreciation

......................................

$137,937,109

$283,882,702

$1,597,401,226

Unrealized

depreciation

......................................

(20,096,704)

(141,906,069)

(110,454,639)

Net

unrealized

appreciation

(depreciation)

........................

$117,840,405

$141,976,633

$1,486,946,587

Distributable

earnings:

Undistributed

ordinary

income

.................................

$10,836,788

$305,080

$17,199,976

Undistributed

long

term

capital

gains

............................

—

—

17,003,899

Total

distributable

earnings

...................................

$10,836,788

$305,080

$34,203,875

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Purchases

...............................................

$1,306,113,209

$59,949,429

$3,045,926,466

Sales

...................................................

$1,371,555,997

$101,759,342

$3,939,696,064

6.

Income

Taxes

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

132

franklintempleton.com

Annual

Report

8.

Credit Risk

and

Defaulted

Securities

The

Funds

may

purchase

the

pre-default

or

defaulted

debt

of

distressed

companies.

Distressed

companies

are

financially

troubled

and

could

be

or

are

already

involved

in

financial

restructuring

or

bankruptcy.

Risks

associated

with

purchasing

these

securities

include

the

possibility

that

the

bankruptcy

or

other

restructuring

process

takes

longer

than

expected,

or

that

distributions

in

restructuring

are

less

than

anticipated,

either

or

both

of

which

may

result

in

unfavorable

consequences

to

the

Funds.

If

it

becomes

probable

that

the

income

on

debt

securities,

including

those

of

distressed

companies,

will

not

be

collected,

the

Funds

discontinue

accruing

income

and

recognize

an

adjustment

for

uncollectible

interest.

At

December

31,

2023,

the

aggregate

long

value

of

distressed

company

securities

for

which

interest

recognition

has

been

discontinued

for

Franklin

Mutual

Quest

Fund

was

$359,370,

representing

less

than

0.1%

of

the

Fund's

net

assets.

For

information

as

to

specific

securities,

see

the

accompanying

Schedule

of

Investments.

At

December

31,

2023,

Franklin

Mutual

Beacon

Fund,

Franklin

Mutual

Financial

Services

Fund,

Franklin

Mutual

Global

Discovery

Fund,

Franklin

Mutual

International

Value

Fund

and

Franklin

Mutual

Shares

Fund

did

not

hold

any

distressed

company

securities

for

which

interest

recognition

has

been

discontinued.

9.

Concentration

of

Risk

Investing

in

foreign

securities

may

include

certain

risks

and

considerations

not

typically

associated

with

investing

in

U.S.

securities,

such

as

fluctuating

currency

values

and

changing

local,

regional

and

global

economic,

political

and

social

conditions,

which

may

result

in

greater

market

volatility.

Political

and

financial

uncertainty

in

many

foreign

regions

may

increase

market

volatility

and

the

economic

risk

of

investing

in

foreign

securities.

In

addition,

certain

foreign

securities

may

not

be

as

liquid

as

U.S.

securities.

10.

Restricted

Securities

Certain

or

all

Funds

invest

in

securities

that

are

restricted

under

the

Securities

Act

of

1933

(1933

Act).

Restricted

securities

are

often

purchased

in

private

placement

transactions,

and

cannot

be

sold

without

prior

registration

unless

the

sale

is

pursuant

to

an

exemption

under

the

1933

Act.

Disposal

of

these

securities

may

require

greater

effort

and

expense,

and

prompt

sale

at

an

acceptable

price

may

be

difficult.

The

Funds

may

have

registration

rights

for

restricted

securities.

The

issuer

generally

incurs

all

registration

costs.

At

December

31,

2023,

investments

in

restricted

securities,

excluding

securities

exempt

from

registration

under

the

1933

Act,

were

as

follows:

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Purchases

...............................................

$424,256,668

$2,352,163,898

$2,318,001,505

Sales

...................................................

$445,837,886

$2,462,537,137

$3,083,667,688

Shares

Issuer

Acquisition

Date

Cost

Value

Franklin

Mutual

Beacon

Fund

2,846,329

International

Automotive

Components

Group

Brazil

LLC

4/13/06

-

12/26/08

$

1,890,264

$

83,975

Total

Restricted

Securities

(Value

is

0.0%

†

of

Net

Assets)

.............

$1,890,264

$83,975

7.

Investment

Transactions

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

133

franklintempleton.com

Annual

Report

11.

Other

Derivative

Information

At

December

31,

2023,

investments

in

derivative

contracts

are

reflected

in

the

Statements of

Assets

and

Liabilities

as

follows:

Shares

Issuer

Acquisition

Date

Cost

Value

Franklin

Mutual

Global

Discovery

Fund

3,819,425

International

Automotive

Components

Group

Brazil

LLC

4/13/06

-

12/26/08

$

2,536,499

$

112,684

Total

Restricted

Securities

(Value

is

0.0%

†

of

Net

Assets)

.............

$2,536,499

$112,684

Principal

Amount

/

Shares

/

Warrants

Issuer

Acquisition

Date

Cost

Value

Franklin

Mutual

Quest

Fund

106,532

Inclusive

Language

Services

LLC,

Membership

Interests,

B

...............................

4/30/14

$

—

$

25,234,214

2,548,299

International

Automotive

Components

Group

Brazil

LLC

4/13/06

-

12/26/08

1,692,334

75,183

27,328,012

Sorenson

Communications

LLC,

Term

Loan,

A,

PIK,

10%,

4/01/30

.............................

4/01/22

-

12/31/23

27,241,350

28,538,278

108,658,668

Sorenson

Communications

LLC,

Term

Loan,

B,

PIK,

8%,

4/01/30

..................................

4/01/22

-

12/31/23

106,618,701

96,971,368

1

Tenerity

,

Inc.

...............................

1/31/22

204

34

48,380

Tenerity

,

Inc.,

4/10/24

.........................

5/11/17

6,590,959

309,776

7,104

Wayne

Services

Legacy,

Inc.

...................

1/22/19

—

93,178

1,714,983

Windstream

Holdings,

Inc.

.....................

9/21/20

-

6/09/23

14,021,182

21,666,778

Total

Restricted

Securities

(Value

is

6.5%

of

Net

Assets)

..............

$156,164,730

$172,888,809

Shares

Issuer

Acquisition

Date

Cost

Value

Franklin

Mutual

Shares

Fund

7,234,813

International

Automotive

Components

Group

Brazil

LLC

4/13/06

-

12/26/08

$

4,804,678

$

213,449

7,469

Wayne

Services

Legacy,

Inc.

...................

1/22/19

—

97,962

2,243,497

Windstream

Holdings,

Inc.

.....................

9/21/20

-

6/09/23

18,342,152

28,343,926

Total

Restricted

Securities

(Value

is

0.4%

of

Net

Assets)

..............

$23,146,830

$28,655,337

†

Rounds

to

less

than

0.1%

of

net

assets.

Asset

Derivatives

Liability

Derivatives

Derivative

Contracts

Not

Accounted

for

as

Hedging

Instruments

Statement

of

Assets

and

Liabilities

Location

Fair

Value

Statement

of

Assets

and

Liabilities

Location

Fair

Value

Franklin

Mutual

Financial

Services

Fund

Foreign

exchange

contracts

..

Variation

margin

on

futures

contracts

$

—

Variation

margin

on

futures

contracts

$

276,257

a

Unrealized

appreciation

on

OTC

forward

exchange

contracts

87,390

Unrealized

depreciation

on

OTC

forward

exchange

contracts

692,149

10.

Restricted

Securities

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

134

franklintempleton.com

Annual

Report

Asset

Derivatives

Liability

Derivatives

Derivative

Contracts

Not

Accounted

for

as

Hedging

Instruments

Statement

of

Assets

and

Liabilities

Location

Fair

Value

Statement

of

Assets

and

Liabilities

Location

Fair

Value

Franklin

Mutual

Financial

Services

Fund

(continued)

Total

....................

$87,390

$968,406

Franklin

Mutual

Global

Discovery

Fund

Foreign

exchange

contracts

..

Variation

margin

on

futures

contracts

$

—

Variation

margin

on

futures

contracts

$

6,840,871

a

Unrealized

appreciation

on

OTC

forward

exchange

contracts

1,856,315

Unrealized

depreciation

on

OTC

forward

exchange

contracts

20,933,443

Total

....................

$1,856,315

$27,774,314

Franklin

Mutual

International

Value

Fund

Equity

contracts

...........

Variation

margin

on

futures

contracts

23,793

a

Variation

margin

on

futures

contracts

—

Total

....................

$23,793

$—

Franklin

Mutual

Quest

Fund

Foreign

exchange

contracts

..

Variation

margin

on

futures

contracts

—

Variation

margin

on

futures

contracts

576,522

a

Unrealized

appreciation

on

OTC

forward

exchange

contracts

128,068

Unrealized

depreciation

on

OTC

forward

exchange

contracts

6,404,731

Equity

contracts

...........

Investments

in

securities,

at

value

—

b

Options

written,

at

value

—

Total

....................

$128,068

$6,981,253

Franklin

Mutual

Shares

Fund

Foreign

exchange

contracts

..

Variation

margin

on

futures

contracts

—

Variation

margin

on

futures

contracts

358,604

a

Unrealized

appreciation

on

OTC

forward

exchange

contracts

46,997

Unrealized

depreciation

on

OTC

forward

exchange

contracts

1,134,686

Total

....................

$46,997

$1,493,290

a

This

amount

reflects

the

cumulative

appreciation

(depreciation)

of

futures

contracts

as

reported

in

the

Schedules

of

Investments.

Only

the

variation

margin

receivable/

payable

at

year

end

is

separately

reported

within

the

Statements

of

Assets

and

Liabilities.

Prior

variation

margin

movements

were

recorded

to

cash

upon

receipt

or

payment.

b

Purchased

option

contracts

are

included

in

investments

in

securities,

at

value

in

the

Statements

of

Assets

and

Liabilities.

11.

Other

Derivative

Information

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

135

franklintempleton.com

Annual

Report

For

the

year

ended

December

31,

2023,

the

effect

of

derivative

contracts

in

the

Statements

of

Operations

was

as

follows:

Derivative

Contracts

Not

Accounted

for

as

Hedging

Instruments

Statement

of

Operations

Location

Net

Realized

Gain

(Loss)

for

the

Year

Statement

of

Operations

Location

Net

Change

in

Unrealized

Appreciation

(Depreciation)

for

the

Year

Franklin

Mutual

Financial

Services

Fund

Net

realized

gain

(loss)

from:

Net

change

in

unrealized

  appreciation

(depreciation)

on:

Foreign

exchange

contracts

.....

Futures

contracts

$(70,392)

Futures

contracts

$(239,045)

Forward

exchange

contracts

(1,741,023)

Forward

exchange

contracts

892,830

Total

.......................

$(1,811,415)

$653,785

Franklin

Mutual

Global

Discovery

Fund

Foreign

exchange

contracts

.....

Futures

contracts

(358,709)

Futures

contracts

(3,834,301)

Forward

exchange

contracts

25,423,577

Forward

exchange

contracts

651,542

Total

.......................

$25,064,868

$(3,182,759)

Franklin

Mutual

International

Value

Fund

Foreign

exchange

contracts

.....

Futures

contracts

(3,774,764)

Futures

contracts

848,440

Forward

exchange

contracts

(5,443,911)

Forward

exchange

contracts

1,788,975

Equity

Contracts

..............

Futures

contracts

28,156

Futures

contracts

65,752

Total

.......................

$(9,190,519)

$2,703,167

Franklin

Mutual

Quest

Fund

Foreign

exchange

contracts

.....

Futures

contracts

(266,362)

Futures

contracts

(679,120)

Forward

exchange

contracts

947,051

Forward

exchange

contracts

(4,277,860)

Equity

Contracts

..............

Investments

(471,411)

a

Investments

(133,462)

a

Written

options

3,092,376

Written

options

284,300

Total

.......................

$3,301,654

$(4,806,142)

Franklin

Mutual

Shares

Fund

Foreign

exchange

contracts

.....

Futures

contracts

(514,591)

Futures

contracts

(745,261)

Forward

exchange

contracts

(4,659,863)

Forward

exchange

contracts

3,010,130

Total

.......................

$(5,174,454)

$2,264,869

a

Purchased

option

contracts

are

included

in

net

realized

gain

(loss)

from

investments

and

net

change

in

unrealized

appreciation

(depreciation)

on

investments

in

the

Statements

of

Operations.

11.

Other

Derivative

Information

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

136

franklintempleton.com

Annual

Report

For

the year

ended

December

31,

2023,

the

average

month

end

notional

amount

of

futures

contracts

and

options

and

the

average

month

end

contract

value

for

forward

exchange

contracts,

were

as

follows:

See

Note

1(d)

regarding

derivative

financial

instruments. 

12.

Holdings

of

5%

Voting

Securities

of

Portfolio

Companies

The

1940

Act

defines

"affiliated

companies"

to

include

investments

in

portfolio

companies

in

which

a

fund

owns

5%

or

more

of

the

outstanding

voting

securities.

Additionally,

as

defined

in

the

1940

Act,

an

investment

is

deemed

to

be

a

“Controlled

Affiliate”

of

a

fund

when

a

fund

owns,

either

directly

or

indirectly,

25%

or

more

of

the

affiliated

companies’

outstanding

shares

or

has

the

power

to

exercise

control

over

management

or

policies

of

such

company.

During

the

year

ended

December

31,

2023,

investments

in

“affiliated

companies”

were

as

follows:

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Franklin

Mutual

International

Value

Fund

Futures

contracts

.....................................

$

12,755,033

$

286,100,735

$

45,365,547

Forwards

exchange

contracts

............................

45,055,262

628,248,753

68,261,186

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Futures

contracts

........................................................

$

37

,

336

,

960

$

27

,

018

,

327

Forwards

exchange

contracts

...............................................

115

,

903

,

368

61

,

736

,

473

Options

................................................................

100,648,092

–

Value

at

Beginning

of

Year

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Year

Number

of

Shares

/Principal

Amount

Held

at

End

of

Year

Investment

Income

Franklin

Mutual

Financial

Services

Fund

Non-Controlled

Affiliates

Dividends

AB&T

Financial

Corp

...

$

136,791

$

—

$

—

$

—

$

(23,176)

$

113,615

226,100

$

288

Total

Affiliated

Securities

(Value

is

0.0%

*

of

Net

Assets)

............

$136,791

$—

$—

$—

$(23,176)

$113,615

$288

Franklin

Mutual

Quest

Fund

Non-Controlled

Affiliates

Dividends

Inclusive

Language

Services

LLC,

Membership

Interests,

B

..........

9,476,129

—

—

—

15,758,085

25,234,214

106,532

—

Sorenson

Communications

LLC,

Membership

Interests

—

—

(2,524,365)

b

2,524,365

—

—

a

—

—

Wayne

Services

Legacy,

Inc.

...............

—

—

—

—

93,178

93,178

7,104

—

Interest

Sorenson

Communications

LLC,

Term

Loan,

A,

PIK,

10%,

4/01/30

........

23,170,071

2,611,973

b

—

—

2,756,234

28,538,278

27,328,012

2,602,145

11.

Other

Derivative

Information

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

137

franklintempleton.com

Annual

Report

13.

Upcoming

Reorganization

On

December

14,

2023,

the

Board

for

Franklin

Mutual

Series

Funds

approved

a

proposal

to

reorganize

Franklin

Mutual

Financial

Services

Fund

with

and

into

Franklin

Mutual

Global

Discovery

Fund.

Upon

completion

of

the

reorganization

on

or

about

April

26,

2024,

assets

in

Franklin

Mutual

Financial

Services

Fund

will

be

transferred

into

Franklin

Mutual

Global

Discovery

Fund.

14.

Credit

Facility

The

Funds,

together

with

other

U.S.

registered

and

foreign

investment

funds

(collectively,

Borrowers),

managed

by

Franklin

Templeton,

are

borrowers

in

a

joint

syndicated

senior

unsecured

credit

facility

totaling

$2.675

billion

(Global

Credit

Facility)

which

matured

on

February

2,

2024.

This

Global

Credit

Facility

provides

a

source

of

funds

to

the

Borrowers

for

temporary

and

emergency

purposes,

including

the

ability

to

meet

future

unanticipated

or

unusually

large

redemption

requests.

Effective

February

2,

2024,

the

Borrowers

renewed

the

Global

Credit

Facility

for

a

one-year

term,

maturing

January

31,

2025,

for

a

total

of

$2.675

billion.

Under

the

terms

of

the

Global

Credit

Facility,

the

Funds

shall,

in

addition

to

interest

charged

on

any

borrowings

made

by

the

Funds

and

other

costs

incurred

by

the

Funds,

pay

their

share

of

fees

and

expenses

incurred

in

connection

with

the

implementation

and

maintenance

of

the

Global

Credit

Facility,

based

upon

their

relative

share

of

the

aggregate

net

assets

of

Value

at

Beginning

of

Year

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Year

Number

of

Shares/Principal

Amount

Held

at

End

of

Year

Investment

Income

Franklin

Mutual

Quest

Fund

(continued)

Non-Controlled

Affiliates

Sorenson

Communications

LLC,

Term

Loan,

B,

PIK,

8%,

4/01/30

.........

$

78,322,185

$

7,303,324

b

$

—

$

—

$

11,345,859

$

96,971,368

108,658,668

$

6,863,359

Total

Affiliated

Securities

(Value

is

5.6%

of

Net

Assets)

............

$110,968,385

$9,915,297

$(2,524,365)

$2,524,365

$29,953,356

$150,837,038

$9,465,504

Franklin

Mutual

Shares

Fund

Non-Controlled

Affiliates

Dividends

International

Automotive

Components

Group

Brazil

LLC

...............

254,651

—

—

—

(41,202)

213,449

7,234,813

—

Wayne

Services

Legacy,

Inc.

...............

—

—

—

—

97,962

97,962

7,469

—

Total

Affiliated

Securities

(Value

is

0.0%

*

of

Net

Assets)

............

$254,651

$—

$—

$—

$56,760

$311,411

$—

*

Rounds

to

less

than

0.1%

of

net

assets.

a

As

of

December

31,

2023,

no

longer

held

by

the

fund.

b

May

include

accretion,

amortization,

partnership

adjustments,

and/or

corporate

actions.

12.

Holdings

of

5%

Voting

Securities

of

Portfolio

Companies

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

138

franklintempleton.com

Annual

Report

all

of

the

Borrowers,

including

an

annual

commitment

fee

of

0.15%

based

upon

the

unused

portion

of

the

Global

Credit

Facility.

These

fees

are

reflected

in

other

expenses

in

the

Statements

of

Operations.

During

the

year ended

December

31,

2023,

the

Funds

did

not

use

the

Global

Credit

Facility.

15.

Fair

Value

Measurements

The Funds

follow

a

fair

value

hierarchy

that

distinguishes

between

market

data

obtained

from

independent

sources

(observable

inputs)

and

the Funds'

own

market

assumptions

(unobservable

inputs).

These

inputs

are

used

in

determining

the

value

of

the Funds' financial

instruments

and

are

summarized

in

the

following

fair

value

hierarchy:

Level

1

–

quoted

prices

in

active

markets

for

identical

financial

instruments

Level

2

–

other

significant

observable

inputs

(including

quoted

prices

for

similar

financial

instruments,

interest

rates,

prepayment

speed,

credit

risk,

etc.)

Level

3

–

significant

unobservable

inputs

(including

the Funds'

own

assumptions

in

determining

the

fair

value

of

financial

instruments)

The

input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level.

A

summary

of

inputs

used

as

of

December

31,

2023,

in

valuing

the

Funds'

assets

and

liabilities

carried

at

fair

value,

is

as

follows:

Level

1

Level

2

Level

3

Total

Franklin

Mutual

Beacon

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

...................

$

—

$

101,272,553

$

—

$

101,272,553

Air

Freight

&

Logistics

...................

92,240,237

—

—

92,240,237

Automobile

Components

.................

—

—

83,975

83,975

Banks

...............................

132,061,898

181,550,374

—

313,612,272

Beverages

...........................

—

107,463,658

—

107,463,658

Building

Products

......................

94,934,463

—

—

94,934,463

Capital

Markets

........................

114,801,509

—

—

114,801,509

Consumer

Staples

Distribution

&

Retail

......

—

77,136,622

—

77,136,622

Containers

&

Packaging

.................

61,085,547

—

—

61,085,547

Diversified

Telecommunication

Services

.....

—

85,087,631

—

85,087,631

Energy

Equipment

&

Services

.............

67,087,678

—

—

67,087,678

Entertainment

.........................

103,982,298

—

—

103,982,298

Financial

Services

......................

99,426,649

—

—

99,426,649

Health

Care

Equipment

&

Supplies

.........

120,171,331

—

—

120,171,331

Health

Care

Providers

&

Services

..........

81,340,328

—

—

81,340,328

Household

Products

....................

—

104,148,196

—

104,148,196

Insurance

............................

154,653,519

—

—

154,653,519

Machinery

............................

108,729,346

—

—

108,729,346

Media

...............................

94,326,417

—

—

94,326,417

Metals

&

Mining

.......................

—

82,844,424

—

82,844,424

Oil,

Gas

&

Consumable

Fuels

.............

—

114,155,694

—

114,155,694

Personal

Care

Products

.................

—

102,394,283

—

102,394,283

Pharmaceuticals

.......................

214,505,395

101,427,333

—

315,932,728

Retail

REITs

..........................

65,339,484

—

—

65,339,484

Software

.............................

73,650,158

—

—

73,650,158

Technology

Hardware,

Storage

&

Peripherals

.

—

108,827,526

—

108,827,526

Textiles,

Apparel

&

Luxury

Goods

..........

67,001,157

86,397,027

—

153,398,184

14.

Credit

Facility

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

139

franklintempleton.com

Annual

Report

Level

1

Level

2

Level

3

Total

Franklin

Mutual

Beacon

Fund

(continued)

Assets:

(continued)

Investments

in

Securities:

Common

Stocks:

Tobacco

.............................

$

—

$

32,029,060

$

—

$

32,029,060

Trading

Companies

&

Distributors

..........

120,990,598

—

—

120,990,598

Companies

in

Liquidation

..................

—

—

—

a

—

Short

Term

Investments

...................

—

29,982,667

—

29,982,667

Total

Investments

in

Securities

...........

$1,866,328,012

$1,314,717,048

b

$83,975

$3,181,129,035

Franklin

Mutual

Financial

Services

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Banks

...............................

82,850,680

52,159,415

—

135,010,095

Capital

Markets

........................

10,703,583

11,682,063

—

22,385,646

Consumer

Finance

.....................

13,451,076

—

—

13,451,076

Financial

Services

......................

35,845,158

—

—

35,845,158

Household

Durables

....................

—

12,574,988

—

12,574,988

Insurance

............................

63,593,441

32,507,643

—

96,101,084

Professional

Services

...................

6,335,396

—

—

6,335,396

Real

Estate

Management

&

Development

....

9,294,824

—

—

9,294,824

Trading

Companies

&

Distributors

..........

10,406,138

—

—

10,406,138

Short

Term

Investments

...................

—

13,482,052

—

13,482,052

Total

Investments

in

Securities

...........

$232,480,296

$122,406,161

c

$—

$354,886,457

Other

Financial

Instruments:

Forward

exchange

contracts

...............

$—

$87,390

$—

$87,390

Total

Other

Financial

Instruments

.........

$—

$87,390

$—

$87,390

Liabilities:

Other

Financial

Instruments:

Forward

exchange

contracts

................

$—

$692,149

$—

$692,149

Futures

contracts

........................

276,257

—

—

276,257

Total

Other

Financial

Instruments

.........

$276,257

$692,149

$—

$968,406

Franklin

Mutual

Global

Discovery

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

...................

—

138,002,676

—

138,002,676

Air

Freight

&

Logistics

...................

174,347,158

—

—

174,347,158

Automobile

Components

.................

—

167,991,083

112,684

168,103,767

Automobiles

..........................

181,535,944

—

—

181,535,944

Banks

...............................

297,258,222

350,104,876

—

647,363,098

Building

Products

......................

149,521,100

—

—

149,521,100

Capital

Markets

........................

150,131,045

—

—

150,131,045

Chemicals

...........................

—

155,112,129

—

155,112,129

Consumer

Finance

.....................

170,940,488

—

—

170,940,488

Consumer

Staples

Distribution

&

Retail

......

—

175,203,497

—

175,203,497

Diversified

Telecommunication

Services

.....

—

226,128,431

—

226,128,431

Electrical

Equipment

....................

—

148,019,608

—

148,019,608

Energy

Equipment

&

Services

.............

160,708,315

—

—

160,708,315

Entertainment

.........................

161,638,241

—

—

161,638,241

Financial

Services

......................

540,519,373

—

—

540,519,373

Food

Products

........................

177,370,428

163,882,476

—

341,252,904

Health

Care

Equipment

&

Supplies

.........

210,843,619

—

—

210,843,619

Health

Care

Providers

&

Services

..........

524,216,944

148,720,495

—

672,937,439

Household

Durables

....................

130,700,520

—

—

130,700,520

15.

Fair

Value

Measurements

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

140

franklintempleton.com

Annual

Report

Level

1

Level

2

Level

3

Total

Franklin

Mutual

Global

Discovery

Fund

(continued)

Assets:

(continued)

Investments

in

Securities:

Common

Stocks:

Household

Products

....................

$

—

$

134,926,717

$

—

$

134,926,717

Industrial

Conglomerates

................

—

192,914,092

—

192,914,092

Insurance

............................

143,623,842

184,352,134

—

327,975,976

Interactive

Media

&

Services

..............

82,550,905

—

—

82,550,905

IT

Services

...........................

—

169,442,064

—

169,442,064

Machinery

............................

126,266,813

—

—

126,266,813

Media

...............................

183,582,504

—

—

183,582,504

Metals

&

Mining

.......................

—

155,885,231

—

155,885,231

Oil,

Gas

&

Consumable

Fuels

.............

147,012,867

374,038,195

—

521,051,062

Personal

Care

Products

.................

151,427,121

164,463,895

—

315,891,016

Pharmaceuticals

.......................

387,986,468

183,975,089

—

571,961,557

Real

Estate

Management

&

Development

....

164,245,855

—

—

164,245,855

Semiconductors

&

Semiconductor

Equipment

.

—

124,692,618

—

124,692,618

Technology

Hardware,

Storage

&

Peripherals

.

—

183,715,311

—

183,715,311

Textiles,

Apparel

&

Luxury

Goods

..........

50,582,587

147,297,995

—

197,880,582

Tobacco

.............................

—

149,021,930

—

149,021,930

Trading

Companies

&

Distributors

..........

368,255,180

—

—

368,255,180

Corporate

Bonds

........................

—

58,747,810

—

58,747,810

Senior

Floating

Rate

Interests

...............

—

151,162,602

—

151,162,602

Companies

in

Liquidation

..................

—

—

—

a

—

Short

Term

Investments

...................

—

200,513,626

—

200,513,626

Total

Investments

in

Securities

...........

$4,835,265,539

$4,248,314,580

d

$112,684

$9,083,692,803

Other

Financial

Instruments:

Forward

exchange

contracts

...............

$—

$1,856,315

$—

$1,856,315

Total

Other

Financial

Instruments

.........

$—

$1,856,315

$—

$1,856,315

Liabilities:

Other

Financial

Instruments:

Forward

exchange

contracts

................

$—

$20,933,443

$—

$20,933,443

Futures

contracts

........................

6,840,871

—

—

6,840,871

Total

Other

Financial

Instruments

.........

$6,840,871

$20,933,443

$—

$27,774,314

Franklin

Mutual

International

Value

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

...................

—

33,370,999

—

33,370,999

Automobile

Components

.................

—

30,755,754

—

30,755,754

Banks

...............................

—

98,928,322

—

98,928,322

Beverages

...........................

—

28,110,137

—

28,110,137

Capital

Markets

........................

—

20,633,674

—

20,633,674

Chemicals

...........................

—

16,435,600

—

16,435,600

Consumer

Staples

Distribution

&

Retail

......

—

23,239,526

—

23,239,526

Diversified

Telecommunication

Services

.....

—

52,581,971

—

52,581,971

Electrical

Equipment

....................

—

11,038,332

—

11,038,332

Electronic

Equipment,

Instruments

&

Components

..........................

—

20,698,413

—

20,698,413

Food

Products

........................

—

8,735,463

—

8,735,463

Health

Care

Equipment

&

Supplies

.........

—

20,288,608

—

20,288,608

Health

Care

Providers

&

Services

..........

—

10,921,369

—

10,921,369

Household

Durables

....................

—

19,538,158

—

19,538,158

Household

Products

....................

—

6,679,902

—

6,679,902

Independent

Power

and

Renewable

Electricity

Producers

............................

—

14,798,481

—

14,798,481

15.

Fair

Value

Measurements

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

141

franklintempleton.com

Annual

Report

Level

1

Level

2

Level

3

Total

Franklin

Mutual

International

Value

Fund

(continued)

Assets:

(continued)

Investments

in

Securities:

Common

Stocks:

Industrial

Conglomerates

................

$

—

$

23,378,358

$

—

$

23,378,358

Insurance

............................

—

42,844,375

—

42,844,375

Interactive

Media

&

Services

..............

—

10,774,620

—

10,774,620

IT

Services

...........................

—

18,357,182

—

18,357,182

Metals

&

Mining

.......................

—

44,172,839

—

44,172,839

Oil,

Gas

&

Consumable

Fuels

.............

—

56,347,208

—

56,347,208

Personal

Care

Products

.................

—

15,571,268

—

15,571,268

Pharmaceuticals

.......................

—

43,050,101

—

43,050,101

Semiconductors

&

Semiconductor

Equipment

.

—

12,852,596

—

12,852,596

Software

.............................

8,048,824

—

—

8,048,824

Technology

Hardware,

Storage

&

Peripherals

.

—

26,922,627

—

26,922,627

Textiles,

Apparel

&

Luxury

Goods

..........

—

16,622,250

—

16,622,250

Tobacco

.............................

—

13,970,828

—

13,970,828

Trading

Companies

&

Distributors

..........

18,788,691

—

—

18,788,691

Short

Term

Investments

...................

—

18,589,253

—

18,589,253

Total

Investments

in

Securities

...........

$26,837,515

$760,208,214

e

$—

$787,045,729

Other

Financial

Instruments:

Futures

contracts

........................

$23,793

$—

$—

$23,793

Total

Other

Financial

Instruments

.........

$23,793

$—

$—

$23,793

Franklin

Mutual

Quest

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

...................

9,409,238

—

—

9,409,238

Air

Freight

&

Logistics

...................

38,007,680

—

—

38,007,680

Automobile

Components

.................

17,983,941

29,087,672

75,183

47,146,796

Automobiles

..........................

28,091,918

—

—

28,091,918

Banks

...............................

154,953,868

18,706,214

—

173,660,082

Beverages

...........................

—

37,735,613

—

37,735,613

Broadline

Retail

.......................

25,813,836

—

—

25,813,836

Building

Products

......................

26,753,664

—

—

26,753,664

Chemicals

...........................

36,531,259

32,736,749

—

69,268,008

Communications

Equipment

..............

—

—

25,234,214

25,234,214

Construction

&

Engineering

...............

26,785,840

—

—

26,785,840

Consumer

Staples

Distribution

&

Retail

......

—

30,584,153

—

30,584,153

Containers

&

Packaging

.................

25,273,875

—

—

25,273,875

Diversified

Telecommunication

Services

.....

—

47,076,714

21,666,778

68,743,492

Electric

Utilities

........................

73,376,161

—

—

73,376,161

Energy

Equipment

&

Services

.............

63,028,709

—

—

63,028,709

Entertainment

.........................

49,129,769

—

—

49,129,769

Financial

Services

......................

80,473,000

—

—

80,473,000

Food

Products

........................

—

35,477,627

—

35,477,627

Health

Care

Equipment

&

Supplies

.........

41,421,900

—

—

41,421,900

Health

Care

Providers

&

Services

..........

123,841,793

22,271,217

—

146,113,010

Hotels,

Restaurants

&

Leisure

.............

12,275,551

—

—

12,275,551

Household

Products

....................

—

54,179,847

—

54,179,847

Independent

Power

and

Renewable

Electricity

Producers

............................

33,148,712

—

—

33,148,712

Insurance

............................

99,793,217

96,061,793

—

195,855,010

Media

...............................

49,639,269

—

34

49,639,303

Metals

&

Mining

.......................

32,984,700

44,590,179

—

77,574,879

Oil,

Gas

&

Consumable

Fuels

.............

36,954,274

46,444,018

—

83,398,292

15.

Fair

Value

Measurements

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

142

franklintempleton.com

Annual

Report

Level

1

Level

2

Level

3

Total

Franklin

Mutual

Quest

Fund

(continued)

Assets:

(continued)

Investments

in

Securities:

Common

Stocks:

Personal

Care

Products

.................

$

32,812,344

$

31,524,144

$

—

$

64,336,488

Pharmaceuticals

.......................

73,787,986

45,163,571

—

118,951,557

Professional

Services

...................

42,012,025

—

—

42,012,025

Real

Estate

Management

&

Development

....

17,055,564

—

—

17,055,564

Software

.............................

34,966,313

—

—

34,966,313

Specialty

Retail

........................

—

—

93,178

93,178

Textiles,

Apparel

&

Luxury

Goods

..........

27,251,281

33,222,125

—

60,473,406

Tobacco

.............................

—

64,596,991

—

64,596,991

Trading

Companies

&

Distributors

..........

38,676,946

—

—

38,676,946

Wireless

Telecommunication

Services

.......

3,074,894

—

—

3,074,894

Warrants

:

Media

...............................

—

—

309,776

309,776

Wireless

Telecommunication

Services

.......

378,693

—

—

378,693

Convertible

Bonds

.......................

—

9,129,375

—

9,129,375

Corporate

Bonds

........................

—

143,629,560

—

143,629,560

Senior

Floating

Rate

Interests

...............

—

197,615,226

125,509,646

323,124,872

Companies

in

Liquidation

..................

—

—

—

a

—

Options

purchased

.......................

—

—

a

—

—

Short

Term

Investments

...................

—

124,802,016

—

124,802,016

Total

Investments

in

Securities

...........

$1,355,688,220

$1,144,634,804

f

$172,888,809

$2,673,211,833

Other

Financial

Instruments:

Forward

exchange

contracts

...............

$—

$128,068

$—

$128,068

Total

Other

Financial

Instruments

.........

$—

$128,068

$—

$128,068

Liabilities:

Other

Financial

Instruments:

Securities

Sold

Short

.....................

$8,533,434

$—

$—

$8,533,434

Forward

exchange

contracts

................

—

6,404,731

—

6,404,731

Futures

contracts

........................

576,522

—

—

576,522

Total

Other

Financial

Instruments

.........

$9,109,956

$6,404,731

$—

$15,514,687

Franklin

Mutual

Shares

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Air

Freight

&

Logistics

...................

149,395,072

—

—

149,395,072

Automobile

Components

.................

—

—

213,449

213,449

Automobiles

..........................

147,809,076

—

—

147,809,076

Banks

...............................

502,745,580

—

—

502,745,580

Building

Products

......................

127,962,990

—

—

127,962,990

Capital

Markets

........................

117,923,692

—

—

117,923,692

Construction

&

Engineering

...............

130,711,675

—

—

130,711,675

Consumer

Finance

.....................

152,073,369

—

—

152,073,369

Containers

&

Packaging

.................

113,525,894

—

—

113,525,894

Diversified

Telecommunication

Services

.....

—

—

28,343,926

28,343,926

Electronic

Equipment,

Instruments

&

Components

..........................

133,937,341

—

—

133,937,341

Energy

Equipment

&

Services

.............

112,176,435

—

—

112,176,435

Entertainment

.........................

133,880,206

—

—

133,880,206

Financial

Services

......................

449,419,848

—

—

449,419,848

Food

Products

........................

173,647,171

—

—

173,647,171

Health

Care

Equipment

&

Supplies

.........

258,185,608

—

—

258,185,608

Health

Care

Providers

&

Services

..........

406,591,248

—

—

406,591,248

Household

Durables

....................

125,495,509

—

—

125,495,509

15.

Fair

Value

Measurements

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

143

franklintempleton.com

Annual

Report

A

reconciliation

in

which

Level

3

inputs

are

used

in

determining

fair

value

is

presented

when

there

are

significant

Level

3

assets

and/or

liabilities

at

the

be

ginning

and/or

end

of

the

year

.

At 

December

3

1

,

202

3

,

the

reconciliation

is

as

follows:

Level

1

Level

2

Level

3

Total

Franklin

Mutual

Shares

Fund

(continued)

Assets:

(continued)

Investments

in

Securities:

Common

Stocks:

Insurance

............................

$

200,416,546

$

—

$

—

$

200,416,546

Interactive

Media

&

Services

..............

72,017,056

—

—

72,017,056

Machinery

............................

181,967,579

—

—

181,967,579

Media

...............................

281,377,341

—

—

281,377,341

Metals

&

Mining

.......................

54,488,000

—

—

54,488,000

Oil,

Gas

&

Consumable

Fuels

.............

289,092,913

125,587,412

—

414,680,325

Personal

Care

Products

.................

124,645,976

—

—

124,645,976

Pharmaceuticals

.......................

318,044,039

144,520,669

—

462,564,708

Professional

Services

...................

244,703,800

—

—

244,703,800

Real

Estate

Management

&

Development

....

164,095,049

—

—

164,095,049

Retail

REITs

..........................

158,299,992

—

—

158,299,992

Software

.............................

233,529,272

—

—

233,529,272

Specialty

Retail

........................

—

—

97,962

97,962

Textiles,

Apparel

&

Luxury

Goods

..........

101,733,012

—

—

101,733,012

Tobacco

.............................

—

120,492,300

—

120,492,300

Trading

Companies

&

Distributors

..........

237,649,454

—

—

237,649,454

Wireless

Telecommunication

Services

.......

121,639,806

—

—

121,639,806

Corporate

Bonds

........................

—

130,970,785

—

130,970,785

Senior

Floating

Rate

Interests

...............

—

197,788,072

—

197,788,072

Companies

in

Liquidation

..................

—

—

—

a

—

Short

Term

Investments

...................

—

230,303,941

—

230,303,941

Total

Investments

in

Securities

...........

$6,019,180,549

$949,663,179

g

$28,655,337

$6,997,499,065

Other

Financial

Instruments:

Forward

exchange

contracts

...............

$—

$46,997

$—

$46,997

Total

Other

Financial

Instruments

.........

$—

$46,997

$—

$46,997

Liabilities:

Other

Financial

Instruments:

Forward

exchange

contracts

................

$—

$1,134,686

$—

$1,134,686

Futures

contracts

........................

358,604

—

—

358,604

Total

Other

Financial

Instruments

.........

$358,604

$1,134,686

$—

$1,493,290

a

Includes

financial

instruments

determined

to

have

no

value.

b

Includes

foreign

securities

valued

at

$1,284,734,381,

which

were

categorized

as

Level

2

as

a

result

of

the

application

of

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

more

information.

c

Includes

foreign

securities

valued

at

$108,810,494,

which

were

categorized

as

Level

2

as

a

result

of

the

application

of

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

more

information.

d

Includes

foreign

securities

valued

at

$3,837,890,542,

which

were

categorized

as

Level

2

as

a

result

of

the

application

of

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

more

information.

e

Includes

foreign

securities

valued

at

$741,618,961,

which

were

categorized

as

Level

2

as

a

result

of

the

application

of

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

more

information.

f

Includes

foreign

securities

valued

at

$669,458,627,

which

were

categorized

as

Level

2

as

a

result

of

the

application

of

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

more

information.

g

Includes

foreign

securities

valued

at

$390,600,381,

which

were

categorized

as

Level

2

as

a

result

of

the

application

of

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

more

information.

15.

Fair

Value

Measurements

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

144

franklintempleton.com

Annual

Report

Significant

unobservable

valuation

inputs

for

material

Level

3 assets

and/or

liabilities and

impact

to

fair

value

as

a

result

of

changes

in

unobservable

valuation

inputs

as

of

December

31,

2023,

are

as

follows:

Balance

at

Beginning

of

Year

Purchases

a

Sales

b

Transfer

Into

Level

3

Transfer

Out

of

Level

3

Net

Accretion

(

Amortiza

-

tion

)

Net

Realized

Gain

(Loss)

Net

Unr

ealized

Appreciatio

n

(

Depreciation

)

Balance

at

End

of

Year

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Assets

Held

at

Year

End

a

a

a

a

a

a

a

a

a

a

a

Franklin

Mutual

Quest

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Automobile

Components

$

89,695

$

—

$

—

$

—

$

—

$

—

$

—

$

(14,512)

$

75,183

$

(14,512)

Communications

Equipment

........

9,476,129

c

—

(2,524,365)

—

—

—

2,524,365

15,758,085

25,234,214

15,758,085

Diversified

Telecommunication

Services

..........

15,568,639

1,161,706

—

—

—

—

—

4,936,433

21,666,778

4,936,433

Media

...........

44

—

—

—

—

—

—

(10)

34

(10)

Specialty

Retail

.....

—

c

—

—

—

—

—

—

93,178

93,178

93,178

Warrants

:

Diversified

Telecommunication

Services

..........

877,909

—

(1,161,706)

—

—

—

—

283,797

—

—

Media

...........

792,276

—

—

—

—

—

—

(482,500)

309,776

(482,500)

Senior

Floating

Rate

Interests

:

Communications

Equipment

........

101,492,256

9,799,788

—

—

—

115,509

—

14,102,093

125,509,646

14,102,093

Companies

in

Liquidation

:

—

c

—

—

—

—

—

—

—

—

c

—

Total

Investments

in

Securities

............

$128,296,948

$10,961,494

$(3,686,071)

$—

$—

$115,509

$2,524,365

$34,676,564

$172,888,809

$34,392,767

a

Purchases

include

all

purchases

of

securities

and

securities

received

in

corporate

actions.

b

Sales

include

all

sales

of

securities,

maturities,

paydowns

and

securities

tendered

in

corporate

actions.

c

Includes

financial

instruments

determined

to

have

no

value.

Description

Fair

Value

at

End

of

Year

Valuation

Technique

Unobservable

Inputs

Amount

/

Range

(Weighted

Average)

a

Impact

to

Fair

Value

if

Input

Increases

b

Franklin

Mutual

Quest

Fund

Assets:

Investments

in

Securities:

Common

Stocks:

Communications

Equipment.

.

.

.

.

.

.

.

$25,234,214

Market

comparables

Discount

for

lack

of

marketability

8.4%

Decrease

EV/EBITDA

multiple

6.7x

Increase

EV/revenue

multiple

1.8x

Increase

Diversified

Telecommunication

Services

21,666,778

Market

comparables

Discount

for

lack

of

marketability

10.0%

Decrease

EV/EBITDA

multiple

4.2x

Increase

Senior

Floating

Rate

Interests:

15.

Fair

Value

Measurements

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

145

franklintempleton.com

Annual

Report

16.

Subsequent

Events

The

Funds

have

evaluated

subsequent

events

through

the

issuance

of

the

financial

statements

and

determined

that

no

events

have

occurred

that

require

disclosure

other

than

those

already

disclosed

in

the

financial

statements.

Abbreviations

Description

Fair

Value

at

End

of

Year

Valuation

Technique

Unobservable

Inputs

Amount

/

Range

(Weighted

Average)

a

Impact

to

Fair

Value

if

Input

Increases

b

Communications

Equipment

.

.

.

.

.

.

125,509,646

Discounted

cash

flow

Discount

rate

9.5%

-

10.0%

(9.9%)

Decrease

All

Other

Investments

.

.

.

.

.

.

.

.

.

478,171

c,d

Total

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

$172,888,809

a

Weighted

based

on

the

relative

fair

value

of

the

financial

instruments.

b

Represents

the

directional

change

in

the

fair

value

of

the

Level

3

financial

instruments

that

would

result

from

a

significant

and

reasonable

increase

in

the

corresponding

input.

A

significant

and

reasonable

decrease

in

the

input

would

have

the

opposite

effect.

Significant

increases

and

decreases

in

these

inputs

in

isolation

could

result

in

significantly

higher

or

lower

fair

value

measurements.

c

Includes

fair

value

of

immaterial

assets

and/or

liabilities

developed

using

various

valuation

techniques

and

unobservable

inputs.

May

also

include

values

derived

using

recent

transactions,

private

transaction

prices

or

non-public

third-party

pricing

information

which

is

unobservable.

d

Includes

financial

instruments

determined

to

have

no

value.

Abbreviations

List

EBITDA

-

Earnings

before

interest,

taxes,

depreciation

and

amortization

EV

-

Enterprise

value

Counterparty

BOFA

Bank

of

America

N.A.

HSBK

HSBC

Bank

plc

SSBT

State

Street

Bank

and

Trust

Co.

UBSW

UBS

AG

WFLA

Wells

Fargo

Bank

NA

Currency

EUR

Euro

GBP

British

Pound

USD

United

States

Dollar

Index

EAFE

Europe,

Australasia

and

the

Far

East

MSCI

Morgan

Stanley

Capital

International

Selected

Portfolio

ADR

American

Depositary

Receipt

CME

Chicago

Mercantile

Exchange

FHLB

Federal

Home

Loan

Banks

PIK

Payment-In-Kind

REIT

Real

Estate

Investment

Trust

SOFR

Secured

Overnight

Financing

Rate

15.

Fair

Value

Measurements

(continued)

Franklin

Mutual

Series

Funds

Report

of

Independent

Registered

Public

Accounting

Firm

146

franklintempleton.com

Annual

Report

To

the

Shareholders

and

the

Board

of

Trustees

of

Franklin

Mutual

Series

Funds

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statements

of

assets

and

liabilities

of

Franklin

Mutual

Series

Funds

(the

“Trust”)

(compromising

Franklin

Mutual

Beacon

Fund,

Franklin

Mutual

Financial

Services

Fund,

Franklin

Mutual

Global

Discovery

Fund,

Franklin

Mutual

International

Value

Fund

(formerly,

Franklin

Mutual

European

Fund),

Franklin

Mutual

Quest

Fund

and

Franklin

Mutual

Shares

Fund

(collectively

referred

to

as

the

“Funds”)),

including

the

schedules

of

investments

as

of

December

31,

2023,

and

the

related

statements

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

then

ended,

the

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended

and

the

related

notes

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

each

of

the

Funds

comprising

Franklin

Mutual

Series

Funds

at

December

31,

2023,

the

results

of

their

operations

for

the

year

then

ended,

the

changes

in

their

net

assets

for

each

of

the

two

years

in

the

period

then

ended

and

their

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended,

in

conformity

with

U.S.

generally

accepted

accounting

principles.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Trust’s

management.

Our

responsibility

is

to

express

an

opinion

on

each

of

the

Funds’

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

("PCAOB")

and

are

required

to

be

independent

with

respect

to

the

Trust

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

The

Trust

is

not

required

to

have,

nor

were

we

engaged

to

perform,

an

audit

of

the

Trust’s

internal

control

over

financial

reporting.

As

part

of

our

audits,

we

are

required

to

obtain

an

understanding

of

internal

control

over

financial

reporting,

but

not

for

the

purpose

of

expressing

an

opinion

on

the

effectiveness

of

the

Trust’s

internal

control

over

financial

reporting.

Accordingly,

we

express

no

such

opinion.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

December

31,

2023,

by

correspondence

with

the

custodian,

brokers

and

others;

when

replies

were

not

received

from

brokers

and

others,

we

performed

other

auditing

procedures.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

We

have

served

as

the

auditor

of

one

or

more

Franklin

investment

companies

since

1987.

Boston,

Massachusetts

February

16,

2024

Franklin

Mutual

Series

Funds

Tax

Information

(unaudited)

147

franklintempleton.com

Annual

Report

By

mid-February,

tax

information

related

to

a

shareholder's

proportionate

share

of

distributions

paid

during

the

preceding

calendar

year

will

be

received,

if

applicable.

Please

also

refer

to

www.franklintempleton.com

for

per

share

tax

information

related

to

any

distributions

paid

during

the

preceding

calendar

year.

Shareholders

are

advised

to

consult

with

their

tax

advisors

for

further

information

on

the

treatment

of

these

amounts

on

their

tax

returns.

The

following

tax

information

for

the

Funds

is

required

to

be

furnished

to

shareholders

with

respect

to

income

earned

and

distributions

paid

during

their

fiscal

year.

The

Funds

below

hereby

report

the

following

amounts,

or

if

subsequently

determined

to

be

different,

the

maximum

allowable

amounts,

for

the

fiscal

year

ended

December

31,

2023:

Note

(1)

-

The

Law

varies

in

each

state

as

to

whether

and

what

percentage

of

dividend

income

attributable

to

Federal

obligations

is

exempt

from

state

income

tax.

Shareholders

are

advised

to

consult

with

their

tax

advisors

to

determine

if

any

portion

of

the

dividends

received

is

exempt

from

state

income

taxes.

Under

Section

853

of

the

Internal

Revenue

Code,

the

Funds

below

intend

to

elect

to

pass

through

to

their

shareholders

the

following

amounts,

or

amounts

as

finally

determined,

of

foreign

taxes

paid

and

foreign

source

income

earned

by

the

Funds

during

the

fiscal

year

ended

December

31,

2023:

Pursuant

to:

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Long-Term

Capital

Gain

Dividends

Distributed

§852(b)(3)(C)

$127,465,163

—

$287,000,393

Income

Eligible

for

Dividends

Received

Deduction

(DRD)

§854(b)(1)(A)

$25,295,972

$4,487,738

$58,568,939

Qualified

Dividend

Income

Earned

(QDI)

§854(b)(1)(B)

$75,811,233

$9,972,514

$212,309,505

Short-Term

Capital

Gain

Dividends

Distributed

§871(k)(2)(C)

—

—

$222,609,284

Section

163(j)

Interest

Dividends

Earned

§163(j)

$2,546,556

—

$19,294,094

Interest

Earned

from

Federal

Obligations

Note

(1)

$3,250,281

$634,228

$10,338,465

Pursuant

to:

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Long-Term

Capital

Gain

Dividends

Distributed

§852(b)(3)(C)

—

—

$252,891,734

Income

Eligible

for

Dividends

Received

Deduction

(DRD)

§854(b)(1)(A)

$94,650

$19,303,120

$90,166,657

Qualified

Dividend

Income

Earned

(QDI)

§854(b)(1)(B)

$21,206,549

$44,521,511

$135,003,834

Short-Term

Capital

Gain

Dividends

Distributed

§871(k)(2)(C)

—

—

$12,383,156

Section

163(j)

Interest

Dividends

Earned

§163(j)

$895,543

$75,153,127

$42,335,429

Interest

Earned

from

Federal

Obligations

Note

(1)

—

$10,799,678

$13,114,096

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Global

Discovery

Fund

Foreign

Taxes

Paid

$1,890,944

$9,389,785

Foreign

Source

Income

Earned

$40,554,331

$139,899,831

Franklin

Mutual

Series

Funds

Board

Members

and

Officers

148

franklintempleton.com

Annual

Report

The

name,

year

of

birth

and

address

of

the

officers

and

board

members,

as

well

as

their

affiliations,

positions

held

with

the

Trust,

principal

occupations

during

at

least

the

past

five

years

and

number

of

U.S.

registered

portfolios

overseen

in

the

Franklin

Templeton/Legg

Mason

fund

complex,

are

shown

below.

Generally,

each

board

member

serves

until

that

person’s

successor

is

elected

and

qualified.

Independent

Board

Members

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member

1

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Ann

Torre

Bates

(1958)

Chairperson

and

Lead

Independent

Trustee

Chairperson

of

the

Board

and

Lead

Independent

Trustee

since

2020

and

Trustee

since

1995

29

Ares

Strategic

Income

Fund

(closed-end

investment

management

company)

(September

2022-present);

Ares

Capital

Corporation

(specialty

finance

company)

(2010-present);

and

formerly

,

United

Natural

Foods,

Inc.

(food

distribution)

(2013-2023)

and

Navient

Corporation

(loan

management,

servicing

and

asset

recovery)

(2014-2016).

c/o

Franklin

Mutual

Advisers,

LLC

101

John

F.

Kennedy

Parkway

Short

Hills,

NJ

07078-2716

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

companies;

and

formerly

,

Executive

Vice

President

and

Chief

Financial

Officer,

NHP

Incorporated

(manager

of

multifamily

housing)

(1995-1997);

and

Vice

President

and

Treasurer,

US

Airways,

Inc.

(until

1995).

Jan

Hopkins

Trachtman

(1947)

Trustee

Since

2009

10

FTAC

Parnassus

Acquisition

Corp.

(special

purpose

fintech

acquisition

company)

(2021-

2023);

FTAC

Olympus

Acquisition

Corp.

(special

purpose

fintech

acquisition

company)

(2020-2022)

and

FinTech

Acquisition

Corp.

III

(special

purpose

fintech

acquisition

company)

(2018-2021).

c/o

Franklin

Mutual

Advisers,

LLC

101

John

F.

Kennedy

Parkway

Short

Hills,

NJ

07078-2716

Principal

Occupation

During

at

Least

the

Past

5

Years:

President

and

Founder,

The

Jan

Hopkins

Group

(communications

consulting

firm);

serves

on

Alumni

Advisory

Board

of

Knight

Bagehot

Fellowship;

and

formerly

,

President,

Economic

Club

of

New

York

(2007-2015);

Anchor/Correspondent,

CNN

Financial

News

(until

2003);

Managing

Director

and

Head

of

Client

Communications,

Citigroup

Private

Bank

(until

2005);

Off-Air

Reporter,

ABC

News'

World

News

Tonight;

and

Editor,

CBS

Network

News.

Keith

E.

Mitchell

(1954)

Trustee

Since

2009

10

None

c/o

Franklin

Mutual

Advisers,

LLC

101

John

F.

Kennedy

Parkway

Short

Hills,

NJ

07078-2716

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

boards

of

asset

management

firms;

and

formerly

,

Managing

Member,

Mitchell,

Hartley

&

Bechtel

Advisers,

LLC

(

formerly

,

Mitchell

Advisers,

LLC)

(advisory

firm)

(2003-2015)

and

Managing

Director,

Putman

Lovell

NBF.

David

W.

Niemiec

(1949)

Trustee

Since

2015

29

Hess

Midstream

LP

(oil

and

gas

midstream

infrastructure)

(2017-present).

c/o

Franklin

Mutual

Advisers,

LLC

101

John

F.

Kennedy

Parkway

Short

Hills,

NJ

07078-2716

Principal

Occupation

During

at

Least

the

Past

5

Years:

Advisor,

Saratoga

Partners

(private

equity

fund);

and

formerly

,

Managing

Director,

Saratoga

Partners

(1998-2001)

and

SBC

Warburg

Dillon

Read

(investment

banking)

(1997-1998);

Vice

Chairman,

Dillon,

Read

&

Co.

Inc.

(investment

banking)

(1991-1997);

and

Chief

Financial

Officer,

Dillon,

Read

&

Co.

Inc.

(1982-1997).

Franklin

Mutual

Series

Funds

149

franklintempleton.com

Annual

Report

Interested

Board

Members

and

Officers

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member

1

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Valerie

M.

Williams

(1956)

Trustee

Since

2023

109

Omnicom

Group,

Inc.

(advertising

and

marketing

communications

services)

(2016-present),

DTE

Energy

Co.

(gas

and

electric

utility)

(2018-present),

Devon

Energy

Corporation

(exploration

and

production

of

oil

and

gas)

(2021-present);

and

formerly

,

WPX

Energy,

Inc.

(exploration

and

production

of

oil

and

gas)

(2018-

2021).

c/o

Franklin

Mutual

Advisers,

LLC

101

John

F.

Kennedy

Parkway

Short

Hills,

NJ

07078-2716

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

companies;

and

formerly

,

Regional

Assurance

Managing

Partner,

Ernst

&

Young

LLP

(public

accounting)

(2005-2016)

and

various

roles

of

increasing

responsibility

at

Ernst

&

Young

(1981-2005).

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member

1

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Gregory

E.

Johnson

2

(1961)

Trustee

Since

2007

128

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Executive

Chairman,

Chairman

of

the

Board

and

Director,

Franklin

Resources,

Inc.;

officer

and/or

director

or

trustee,

as

the

case

may

be,

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex;

Vice

Chairman,

Investment

Company

Institute;

and

formerly

,

Chief

Executive

Officer

(2013-2020)

and

President

(1994-2015)

Franklin

Resources,

Inc.

Jennifer

M.

Johnson

3

(1964)

Trustee

Since

2021

70

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Chief

Executive

Officer,

President

and

Director,

Franklin

Resources,

Inc.;

officer

and/or

director

or

trustee,

as

the

case

may

be,

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex;

and

formerly

,

Chief

Operating

Officer

and

Executive

Vice

President,

Franklin

Resources,

Inc.

(1994-2015);

Executive

Vice

President

of

Operations

and

Technology,

Franklin

Resources,

Inc.

(2005-2010);

and

Senior

Vice

President,

Franklin

Resources,

Inc.

(2003-2005).

Ted

P.

Becker

(1951)

Chief

Compliance

Officer

Since

June

2023

Not

Applicable

Not

Applicable

280

Park

Avenue

New

York,

NY

10017

Principal

Occupation

During

at

Least

the

Past

5

Years:

Vice

President,

Global

Compliance

of

Franklin

Templeton

(since

2020);

Chief

Compliance

Officer

of

Franklin

Templeton

Fund

Adviser,

LLC

(since

2006);

Chief

Compliance

Officer

of

certain

funds

associated

with

Legg

Mason

&

Co.

or

its

affiliates

(since

2006);

formerly

,

Director

of

Global

Compliance

at

Legg

Mason

(2006-2020);

Managing

Director

of

Compliance

of

Legg

Mason

&

Co.

(2005-2020).

Christian

K.

Correa

(1973)

President

and

Chief

Executive

Officer

–

Investment

Management

Since

2021

Not

Applicable

Not

Applicable

c/o

Franklin

Mutual

Advisers,

LLC

101

John

F.

Kennedy

Parkway

Short

Hills,

NJ

07078-2716

Principal

Occupation

During

at

Least

the

Past

5

Years:

President,

Franklin

Mutual

Advisers,

LLC;

and

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Independent

Board

Members

(continued)

Franklin

Mutual

Series

Funds

150

franklintempleton.com

Annual

Report

Note

1:

Officer

information

is

current

as

of

the

date

of

this

report.

It

is

possible

that

after

this

date,

information

about

officers

may

change.

Note

2:

Gregory

E.

Johnson

and

Jennifer

M.

Johnson

are

siblings.

Note

3:

Edward

I.

Altman

and

Gregory

H.

Williams

are

retired

effective

December

31,

2023.

1.

Information

is

for

the

calendar

year

ended

December

31,

2023,

unless

otherwise

noted.

We

base

the

number

of

portfolios

on

each

separate

series

of

the

U.S.

registered

investment

companies

within

the

Franklin

Templeton/Legg

Mason

fund

complex.

These

portfolios

have

a

common

investment

manager

or

affiliated

investment

managers.

2.

Gregory

E.

Johnson

is

considered

to

be

an

interested

person

of

the

Fund

under

the

federal

securities

laws

due

to

his

position

as

an

officer

and

director

of

Franklin

Resources,

Inc.

(Resources),

which

is

the

parent

company

of

the

Fund's

investment

manager

and

distributor.

3.

Jennifer

M.

Johnson

is

considered

to

be

an

interested

person

of

the

Fund

under

the

federal

securities

laws

due

to

her

position

as

an

officer

and

director

of

Resources,

which

is

the

parent

company

of

the

Fund's

investment

manager

and

distributor.

The

Sarbanes-Oxley

Act

of

2002

and

Rules

adopted

by

the

U.S.

Securities

and

Exchange

Commission

require

the

Fund

to

disclose

whether

the

Fund's

Audit

Committee

includes

at

least

one

member

who

is

an

audit

committee

financial

expert

within

the

meaning

of

such

Act

and

Rules.

The

Fund's

Board

has

determined

that

there

is

at

least

one

such

financial

expert

on

the

Audit

Committee

and

has

designated

each

of

Ann

Torre

Bates,

David

W.

Niemiec

and

Valerie

M.

Williams

as

an

audit

committee

financial

expert.

The

Board

believes

that

Ms.

Bates,

Mr.

Niemiec

and

Ms.

Williams

qualify

as

such

an

expert

in

view

of

their

extensive

business

background

and

experience.

Ms.

Bates

has

served

as

a

member

of

the

Fund

Audit

Committee

since

1995.

She

currently

serves

as

a

director

of

Ares

Capital

Corporation

(2010-present)

and

United

Natural

Foods,

Inc.

(2013-present)

and

was

formerly

a

director

of

Navient

Corporation

from

2014

to

2016,

SLM

Corporation

from

1997

to

2014

and

Allied

Capital

Corporation

from

2003

to

2010,

Executive

Vice

President

and

Chief

Financial

Officer

of

NHP

Incorporated

from

1995

to

1997

and

Vice

President

and

Treasurer

of

US

Airways,

Inc.

until

1995.

Mr.

Niemiec

has

served

as

a

member

of

the

Fund

Audit

Committee

since

2015,

currently

serves

as

an

Advisor

to

Saratoga

Partners

and

was

formerly

its

Managing

Director

from

1998

to

2001

and

serves

as

a

director

of

Hess

Midstream

LP

(2017-present).

Mr.

Niemiec

was

formerly

a

director

of

Emeritus

Corporation

from

1999

to

2010

and

OSI

Pharmaceuticals,

Inc.

from

2006

to

2010,

Managing

Director

of

SBC

Warburg

Dillon

Read

from

1997

to

1998,

and

was

Vice

Chairman

from

1991

to

1997

and

Chief

Financial

Officer

from

1982

to

1997

of

Dillon,

Read

&

Co.

Inc.

Ms.

Williams

has

served

as

a

member

of

the

Fund

Audit

Committee

since

December

2023,

She

currently

serves

as

a

director

of

Omnicom

Group,

Inc.

(advertising

and

marketing

communications

services)

(2016-present),

DTE

Energy

Co.

(gas

and

electric

utility)

(2018-present),

Devon

Energy

Corporation

(exploration

and

production

of

oil

and

gas)

(2021-present);

and

formerly,

WPX

Energy,

Inc.

(exploration

and

production

of

oil

and

gas)

(2018-2021),

and

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member

1

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Susan

Kerr

(1949)

Vice

President

–

AML

Compliance

Since

2021

Not

Applicable

Not

Applicable

280

Park

Avenue

New

York,

NY

10017

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Compliance

Analyst,

Franklin

Templeton;

Chief

Anti-Money

Laundering

Compliance

Officer,

Legg

Mason

&

Co.,

or

its

affiliates;

Anti

Money

Laundering

Compliance

Officer;

Senior

Compliance

Officer,

Franklin

Distributors;

and

officer

of

certain

funds

in

the

Franklin

Templeton/

Legg

Mason

fund

complex.

Christopher

Kings

(1974)

Chief

Executive

Officer

-

Finance

and

Administration

Since

January

2024

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Vice

President,

Franklin

Templeton

Services,

LLC;

and

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Alexander

Y.

Kymn

(1973)

Vice

President

and

Secretary

Since

May

2023

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Associate

General

Counsel,

Franklin

Templeton;

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex;

and

formerly

,

Senior

Counsel,

Wells

Fargo

(banking)

and

officer

of

certain

funds

in

Wells

Fargo

complex

(2018-2019).

Jeffrey

W.

White

(1971)

Chief

Financial

Officer,

Chief

Accounting

Officer

and

Treasurer

Since

January

2024

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Chief

Financial

Officer,

Chief

Accounting

Officer

&

Treasurer

and

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex;

and

formerly

,

Director

and

Assistant

Treasurer

within

Franklin

Templeton

Global

Fund

Tax

and

Fund

Administration

and

Financial

Reporting

(2017-2023).

Interested

Board

Members

and

Officers

(continued)

Franklin

Mutual

Series

Funds

151

franklintempleton.com

Annual

Report

formerly,

Regional

Assurance

Managing

Partner,

Ernst

&

Young

LLP

(public

accounting)

(2005-2016)

and

various

roles

of

increasing

responsibility

at

Ernst

&

Young

(1981-2005).

As

a

result

of

such

background

and

experience,

the

Board

believes

that

Ms.

Bates,

Mr.

Niemiec

and

Ms.

Williams

have

each

acquired

an

understanding

of

generally

accepted

accounting

principles

and

financial

statements,

the

general

application

of

such

principles

in

connection

with

the

accounting

estimates,

accruals

and

reserves,

and

analyzing

and

evaluating

financial

statements

that

present

a

breadth

and

level

of

complexity

of

accounting

issues

generally

comparable

to

those

of

the

Fund,

as

well

as

an

understanding

of

internal

controls

and

procedures

for

financial

reporting

and

an

understanding

of

audit

committee

functions.

Ms.

Bates,

Mr.

Niemiec

and

Ms.

Williams

are

independent

Board

members

as

that

term

is

defined

under

the

applicable

U.S.

Securities

and

Exchange

Commission

Rules

and

Releases.

The

Statement

of

Additional

Information

(SAI)

includes

additional

information

about

the

board

members

and

is

available,

without

charge,

upon

request.

Shareholders

may

call

(800)

DIAL

BEN/342-5236

to

request

the

SAI.

Interested

Board

Members

and

Officers

(continued)

Franklin

Mutual

Series

Funds

Shareholder

Information

152

franklintempleton.com

Annual

Report

Proxy

Voting

Policies

and

Procedures

The

Trust’s

investment

manager

has

established

Proxy

Voting

Policies

and

Procedures

(Policies)

that

the

Trust

uses

to

determine

how

to

vote

proxies

relating

to

portfolio

securities.

Shareholders

may

view

the

Trust’s

complete

Policies

online

at

franklintempleton.com.

Alternatively,

shareholders

may

request

copies

of

the

Policies

free

of

charge

by

calling

the

Proxy

Group

collect

at

(954)

527-

7678

or

by

sending

a

written

request

to:

Franklin

Templeton

Companies,

LLC,

300

S.E.

2nd

Street,

Fort

Lauderdale,

FL

33301,

Attention:

Proxy

Group.

Copies

of

the

Trust’s

proxy

voting

records

are

also

made

available

online

at

franklintempleton.com

and

posted

on

the

U.S.

Securities

and

Exchange

Commission’s

website

at

sec.gov

and

reflect

the

most

recent

12-month

period

ended

June

30.

Quarterly

Schedule

of

Investments

The

Trust

files

a

complete

schedule

of

investments

with

the

U.S.

Securities

and

Exchange

Commission

for

the

first

and

third

quarters

for

each

fiscal

year

as

an

exhibit

to

its

report

on

Form

N-PORT.

Shareholders

may

view

the

filed

Form

N-PORT

by

visiting

the

Commission’s

website

at

sec.

gov.

The

filed

form

may

also

be

viewed

and

copied

at

the

Commission’s

Public

Reference

Room

in

Washington,

DC.

Information

regarding

the

operations

of

the

Public

Reference

Room

may

be

obtained

by

calling

(800)

SEC-0330.

Householding

of

Reports

and

Prospectuses

You

will

receive,

or

receive

notice

of

the

availability

of,

each

Fund’s

financial

reports

every

six

months.

In

addition,

you

will

receive

an

annual

updated

summary

prospectus

(detail

prospectus

available

upon

request).

To

reduce

Fund

expenses,

we

try

to

identify

related

shareholders

in

a

household

and

send

only

one

copy

of

the

financial

reports

(to

the

extent

received

by

mail)

and

summary

prospectus.

This

process,

called

“householding,”

will

continue

indefinitely

unless

you

instruct

us

otherwise.

If

you

prefer

not

to

have

these

documents

householded,

please

call

us

at

(800)

632-2301.

At

any

time

you

may

view

current

prospectuses/

summary

prospectuses

and

financial

reports

on

our

website.

If

you

choose,

you

may

receive

these

documents

through

electronic

delivery.

MS

A

02/24

©

2024

Franklin

Templeton

Investments.

All

rights

reserved.

Authorized

for

distribution

only

when

accompanied

or

preceded

by

a

summary

prospectus

and/or

prospectus.

Investors

should

carefully

consider

a

fund’s

investment

goals,

risks,

charges

and

expenses

before

investing.

A

prospectus

contains

this

and

other

information;

please

read

it

carefully

before

investing.

To

help

ensure

we

provide

you

with

quality

service,

all

calls

to

and

from

our

service

areas

are

monitored

and/or

recorded.

Annual

Report

and

Shareholder

Letter

Franklin

Mutual

Series

Funds

Investment

Manager

Distributor

Shareholder

Services

Franklin

Mutual

Advisers,

LLC

Franklin

Distributors,

LLC

(800)

DIAL

BEN

®

/

342-5236

franklintempleton.com

(800)

632-2301

-

(Class

A,

C,

R

&

R6)

(800)

448-FUND

-

(Class

Z)

Item 2. Code of Ethics.

(a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.

(c) N/A

(d) N/A

(f) Pursuant to Item 13(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.

Item 3. Audit Committee Financial Expert.

(a)(1) The Registrant has an audit committee financial expert serving on its audit committee.

(2) The audit committee financial experts are Ann Torre Bates

, David W. Niemiec and Valerie M. Williams

and they are "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases.

Item 4. Principal Accountant Fees and Services.

(a)      Audit Fees

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were $356,895 for the fiscal year ended December 31, 2023 and $347,276 for the fiscal year ended December 31, 2022.

(b)      Audit-Related Fees

There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of Item 4.

There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance of the audit of their financial statements. 

(c)      Tax Fees

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning were $0 for the fiscal year ended December 31, 2023 and $1,976 for the fiscal year ended December 31, 2022. The services for which these fees were paid included identifying passive foreign investment companies to manage exposure to tax liabilities.

The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning were $25,000 for the fiscal year ended December 31, 2023 and $0 for the fiscal year ended December 31, 2022. The services for which these fees were paid included technical tax consultation for Thailand capital gain tax related matters.

(d)      All Other Fees

There were no fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant other than the services reported in paragraphs (a)-(c) of Item 4.

There were no fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant other than the services reported in paragraphs (a)-(c) of Item 4.   

(e) (1) The registrant’s audit committee is directly responsible for approving the services to be provided by the auditors, including:

        (i)     pre-approval of all audit and audit related services;

        (ii)    pre-approval of all non-audit related services to be provided to the Fund by the auditors;

        (iii)   pre-approval of all non-audit related services to be provided to the registrant by the auditors to the registrant’s investment adviser or to any entity that controls, is controlled by or is under common control with the registrant’s investment adviser and that provides ongoing services to the registrant where the non-audit services relate directly to the operations or financial reporting of the registrant; and

        (iv)    establishment by the audit committee, if deemed necessary or appropriate, as an alternative to committee pre-approval of services to be provided by the auditors, as required by paragraphs (ii) and (iii) above, of policies and procedures to permit such services to be pre-approved by other means, such as through establishment of guidelines or by action of a designated member or members of the committee; provided the policies and procedures are detailed as to the particular service and the committee is informed of each service and such policies and procedures do not include delegation of audit committee responsibilities, as contemplated under the Securities Exchange Act of 1934, to management; subject, in the case of (ii) through (iv), to any waivers, exceptions or exemptions that may be available under applicable law or rules.

(e) (2) None of the services provided to the registrant described in paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.

(f) No disclosures are required by this Item 4(f).

(g) The aggregate non-audit fees paid to the principal accountant for services rendered by the principal accountant to the registrant and the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant were $25,000 for the fiscal year ended December 31, 2023 and $1,976 for the fiscal year ended December 31, 2022.

(h) The registrant’s audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

(i) N/A

(j) N/A

Item 5. Audit Committee

of Listed Registrants. 

N/A

Item 6. Schedule of Investments.         

N/A

Item 7

. Disclosure of Proxy Voting Policies and Procedures for

Closed-End Management Investment Companies.  N/A

Item 8

. Portfolio Managers of Closed-End Management Investment Companies.  N/A

Item 9

. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.  N/A

Item 10

. Submission of Matters to a Vote of Security Holders.

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees that would require disclosure herein.

Item 11. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

The Registrant maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant’s management, including the Registrant’s principal executive officer and the Registrant’s principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based on such evaluation, the Registrant’s principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures are effective.

(b) Changes in Internal Controls

.  

There have been no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect the internal control over financial reporting.

Item 12.

Disclosure of Securities Lending Activities for Closed-End Management Investment Company.                       N/A

Item 13. Recovery of Erroneously Awarded Compensation.

(a) N/A

(b) N/A

Item 14. Exhibits.

(a)(1) Code of Ethics

codeofethics

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Christopher Kings, Chief Executive Officer - Finance and Administration, and Jeffrey White, Chief Financial Officer, Chief Accounting Officer and Treasurer

section302

(a)(2)(1) There were no written solicitations to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons.

(a)(2)(2) There was no change in the Registrant’s independent public accountant during the period covered by the report.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Christopher Kings, Chief Executive Officer - Finance and Administration, and Jeffrey White, Chief Financial Officer, Chief Accounting Officer and Treasurer

section906

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FRANKLIN

MUTUAL SERIES FUNDS

By S\CHRISTOPHER KINGS _________________

Christopher Kings

      Chief Executive Officer - Finance and Administration

Date  February 26, 2024

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\CHRISTOPHER KINGS _________________

Christopher Kings

      Chief Executive Officer - Finance and Administration

Date  February 26, 2024

By S\JEFFREY WHITE______________________

      Jeffrey White

      Chief Financial Officer, Chief Accounting Officer and Treasurer

Date  February 26, 2024