Recent Annual Report - Gabelli

The Gabelli Value Fund Inc.
Shareholder Commentary
December 31, 2012
To Our Shareholders,
For the quarter ended December 31, 2012, the net asset value (“NAV”) per Class A Share of The Gabelli
Value Fund Inc. increased 2.3% compared with decreases of 0.4% and 1.8% for the Standard & Poor’s (“S&P”)
500 Index and the Dow Jones Industrial Average, respectively. See page 2 for additional performance information.
Picking Stocks in a ‘Macro’ Driven Market
Christopher J. Marangi
Booms and busts, wars and pestilence have been facts of life since the dawn of civilization. Since the
founding of our firm in 1977 we have witnessed inflations/deflations, burst bubbles, political scandals, several
wars and the fall of Communism. Yet at no time since World War II have government actors and global events
played such impactful roles in the everyday lives of Americans or the meanderings of the market. The headlines
of the last five years have been dominated by two major themes:
First, the developed world is in the midst of a major deleveraging as overconsumption financed by debt
has constrained growth and pressured federal, state and local government budgets. While the situation is
daunting, the U.S. possesses certain advantages. Namely, it does not face the demographic challenges of
Japan or the political and monetary constraints of Europe. However, the ability of the U.S. to repay its debt in
a currency it controls does come with certain dangers and we remain vigilant regarding inflation.
Second, the developing world faces its own issues as nations, primarily in Asia and Latin America, attempt
to command economic forces largely beyond their control. China, undergoing its own political transition, has been
hard pressed to engineer a “soft landing” for its economy. At the same time, many of those same states face the
longer term task of (peacefully) meeting the desire of their populace for greater political and economic freedom.
The developed/developing world dichotomy is, of course, misleading. Add issues of food and energy
allocation and climate change and the most pressing challenges today are global in nature, compounding their
complexity and intractability. We think it is unrealistic to expect to solve any of these “problems” in the near
term; at best they can only be managed over a longer time horizon.
Against this backdrop, investment choices must be made. Macro issues can neither dictate stock
selection nor can they be ignored. In our view, macro inputs represent a range of probabilities that inform our
microeconomic forecasts and valuations. Our process and philosophy remain unchanged. It begins with a
dedicated research team whose objective is to dominate the knowledge of their industries globally. We
leverage that accumulated intellectual capital in a time-tested and repeatable investment process:
• We seek high quality industries, companies and managements. Generally we begin with industries that
we can readily understand, with manageable rates of change and limited exposure to variables beyond
control. We look for companies with enduring competitive advantage which in most cases would imbue
them with pricing power. Our ideal investment possesses a transparent Board of Directors and
management with shareholder friendly capital allocation policies. And since the macro will surely
surprise, we favor management teams that have proven themselves adaptable to change.

Comparative Results
Average Annual Returns through December 31, 2012 (a)
Since
Inception
Quarter
—————
1 Year
————
5 Year
————
10 Year
————
(9/29/89)
—————
Class A (GABVX) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.30% 16.95% 3.36% 8.35% 10.51%
With sales charge (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3.59) 10.23 2.14 7.71 10.22
S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.38) 16.00 1.66 7.10 8.55
Dow Jones Industrial Average . . . . . . . . . . . . . . . . . . . . . . . . . (1.81) 10.14 2.60 7.32 9.73
Nasdaq Composite Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.48) 17.60 3.77 9.43 8.29
Class AAA (GVCAX) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.29 16.97 3.37 8.36 10.51
Class B (GVCBX) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.08 16.06 2.55 7.53 10.04
With contingent deferred sales charge (c) . . . . . . . . . . . . . . . . (2.92) 11.06 2.19 7.53 10.04
Class C (GVCCX) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.07 16.09 2.57 7.54 10.06
With contingent deferred sales charge (d) . . . . . . . . . . . . . . . . 1.07 15.09 2.57 7.54 10.06
Class I (GVCIX) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.29 17.17 3.62 8.49 10.57
In the current prospectus dated April 27, 2012, the expense ratios for Class AAA, A, B, C, and I Shares are
1.43%, 1.43%, 2.18%, 2.18%, and 1.18%, respectively. Class AAA and Class I Shares do not have a sales charge.
The maximum sales charge for Class A, B, and C Shares is 5.75%, 5.00%, and 1.00%, respectively.
(a) Returns represent past performance and do not guarantee future results. Total returns and average annual
returns reflect changes in share prices, reinvestment of distributions, and are net of expenses. Investment returns
and the principal value of an investment will fluctuate. When shares are redeemed, they may be worth more or less
than their original cost. The Fund imposes a 2% redemption fee on shares sold or exchanged within seven days
after the date of purchase. Performance returns for periods of less than one year are not annualized. Current
performance may be lower or higher than the performance data presented. Visit www.gabelli.com for performance
information as of the most recent month end. Investors should carefully consider the investment objectives,
risks, charges, and expenses of the Fund before investing. The prospectus contains information about
these and other matters and should be read carefully before investing. The Class A Share NAVs are used to
calculate performance for the periods prior to the issuance of Class AAA Shares on April 30, 2010, Class B Shares
and Class C Shares on March 15, 2000, and the Class I Shares on January 11, 2008. The actual performance of
the Class B Shares and Class C Shares would have been lower due to the additional expenses associated with
these classes of shares. The actual performance of the Class I Shares would have been higher due to lower
expenses related to this class of shares. The S&P 500 Index is a market capitalization weighted index of 500 large
capitalization stocks commonly used to represent the U.S. equity market. The Dow Jones Industrial Average and the
Nasdaq Composite Index are unmanaged indicators of stock market performance. Dividends are considered
reinvested, except for the Nasdaq Composite Index. You cannot invest directly in an index.
(b) Performance results include the effect of the maximum 5.75% sales charge at the beginning of the period.
(c) Assuming payment of the maximum contingent deferred sales charge (“CDSC”). The maximum CDSC for Class B
Shares is 5% which is gradually reduced to 0% after six years.
(d) Assuming payment of the 1% maximum CDSC imposed on redemptions made within one year of purchase.
We have separated the portfolio managers’ commentary from the financial statements and investment portfolio
due to corporate governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to
ensure that the content of the portfolio managers’ commentary is unrestricted. The financial statements and
investment portfolio are mailed separately from the commentary. Both the commentary and the financial
statements, including the portfolio of investments, are available on our website at www.gabelli.com.
2

Barron’s 2013 Roundtable
Mario J. Gabelli, our Chief Investment Officer, has appeared in the prestigious Barron’s Roundtable
discussion annually since 1980. Many of our readers enjoyed the inclusion of selected and edited comments
from Barron’s Roundtable in previous reports to shareholders. As is our custom, we are including selected
comments of Mario Gabelli from Barron’s 2013 Roundtable, published on January 21, 2013.
B
arron’s: The stock market is
coming off a good year, which
some of you even predicted.
What do you think of stocks now?
Mario, start us off.
Gabelli: Investors have been withdrawing
money from the stock market. We have
seen a negative flow of funds. But let’s
look at China and Japan, which account
for 20% of the $75 trillion global
economy. They have a pretty good shot at
starting their engines and reaccelerating.
Europe is about 20% of the world
economy, and is still a work in progress.
The U.S. is 21%. The U.S. consumer’s net
worth is at an all-time high. He is
reducing debt. This is owed to a
combination of Bernanke, Bernanke,
Bernanke – in other words, the Federal
Reserve [under Chairman Ben Bernanke]
has been printing money, which has
geared to drive financial assets and real
estate prices higher.
Barron’s: Get to the point. Are you
bullish or bearish?
Gabelli: I’m getting there. Corporate
earnings will be okay in 2013, and 2014
looks even better. Interest rates might
rise, but the market has discounted that.
Given the negative flow of funds and the
market’s relatively low price/earnings
multiple, you have to be positive. The
BARRON’S
ROUNDTABLE
MARIO J. GABELLI
Chairman and Chief Investment Officer – Value Portfolios
GAMCO Investors, Inc.
Here’s What’s Cooking for 2013
The members of the Barron’s Roundtable see a year of modest gains for U.S. stocks, trouble for
bonds, and good news for gold. Also featured this week: the best investment bets of
Felix Zulauf and Mario Gabelli. How to play deal stocks, and Japan.
Excerpted from January 21, 2013 by Lauren R. Rublin
stock market could face a lot of potholes
in the near term, and on balance, I don’t
expect the market to rise more than 5%
this year. But I have never been more
excited about specific stocks. This year,
you will be able to make a lot of money as
a result of financial engineering –
companies engaging in deals, takeovers,
split-ups, spinoffs, and such. It is a
phenomenal time to make money in the
market. You get stocks like SodaStream
International (ticker: SODA), which I’m
not recommending, rising to $48 from
$36. It will be a fantastic year to pick
individual stocks.
Barron’s: Then why will the broader
indices see only modest gains?
Gabelli: Our financial system has
structural problems, and at some point the
Fed will have to start withdrawing all the
money it has poured into the system.
Gross: Whenever somebody says, “I’ve
never been more excited,” I run the other
way.
Gabelli: Well, I’m also excited about
being short bonds.
Barron’s: Mario, what did you bring us
today?
Gabelli: If you had been sitting here 12
years ago, you wouldn’t have heard of
Twitter or Facebook [FB] or Google
[GOOG]. If you were here 15 years ago,
3
you were focused on Cisco and a bunch
of tech companies. I am going to talk
about something that has been around
much, much longer. Homer’s Odyssey
mentioned one of the oldest forms of
processed food: sausages. The city of
Frankfurt, in Germany, honored the
creation of the hot dog at its 500th
anniversary. Sausages will be around for
the next couple of hundred years, too.
Abby and I have discussed how you
should be able to make money this year
from spinoffs, split-ups, and oldfashioned
mergers and acquisitions. She
suggested M&A activity will pick up
because companies want to grow. So, how
do you combine sausages and spinoffs?
Barron’s: We haven’t a clue.
Gabelli: Hillshire Brands [HSH] makes
sausages and hot dogs. It was spun out of
Sara Lee, which I recommended in the
past. Hillshire has 122 million shares outstanding.
Investors got one share for
every five shares of Sara Lee. Hillshire
had $694 million of net debt as of
Sept. 29. It could generate $4.1 billion of
revenue in the fiscal year ending June 30.
Earnings will be $1.60 to $1.65 a share.
Three or four companies were looking to
buy Hillshire from Sara Lee before it was
spun off. It is about a $2.5 billion market.
The sausage market is growing by about
5% a year in the U.S. Breakfast sausages

are a $4.6 billion annual business. Lunch
meats are $4.8 billion. The lowly hot dog
is about a $2.5 billion market. Hillshire is
a leader in all three categories. It could
earn about $2.40 a share in fiscal 2017.
Debt is falling substantially. The stock
trades for $29 and change, and could be
$35 to $50 a share two years out.
Barron’s: Is Hillshire still an
acquisition target?
Gabelli: It could be bought by someone.
Meanwhile, management is doing a terrific
job of getting back to basics. I must
say a kind word about another sausage
company whose stock is too small to
recommend. This company was founded
in Coney Island in 1916. It sells Nathan’s
hot dogs [holds aloft a plastic package of
Nathan’s franks]. One of the dynamics
behind Nathan’s Famous [NATH] is a
capitalization shrink. The company has
reduced its share count to 4.2 million from
6.2 million. The shares are $35, and the
company has a $140 million market
capitalization. It cut a deal with
Smithfield Foods [SFD], which will
market its products starting in March
2014. As a result, earnings should explode
upward to about $3 a share in 2015 from
an estimated $1.20 this year. The market
soon will start discounting that.
Grape Nuts [holds up cereal box] was
founded in 1897. Ralcorp Holdings
[RAH], which owned the brand, was
approached about two years ago by
ConAgra Foods [CAG], which wanted to
buy it. Management decided not to sell. It
then spun off the cereal business as Post
Holdings [POST]. ConAgra is buying
Ralcorp for $90 per share, but I’m
recommending Post. Bill Stiritz, who
runs Post, is a proven money maker, like
Dr. John Malone of Liberty Media
[LMCAD]. Stiritz sold Ralston Purina to
Nestlé [NESN.Switzerland]. He has done
other deals.
We have been talking today about how to
preserve wealth if inflation accelerates.
You want to buy cash generating
companies with pricing power that have
had some sort of short-term hiccup. They
must be run by CEOs who understand
how to create value. The sun, moon, and
stars are aligned at Post.
Barron’s: How big is the cereal
market?
Gabelli: Cereal is a $28 billion market
worldwide, and a $10 billion market in
the U.S. Cereal is consumed not only by
young folks but also by older folks at an
increasing rate. Kellogg [K] is the
industry’s big kahuna, with a 34% market
share. General Mills [GIS] has 33%, and
Post has 10.5%. Post came out of the box,
so to speak, in February 2012. It was spun
off with 34.5 million shares, and bought
back 1.7 million. The stock is trading for
$35. Net debt is about $890 million. The
company should earn about $1.50 a share
in the current year, ending Sept. 30, which
can grow to $3 in the next three or four
years. Stiritz started out in the business by
filling shelves. With product innovation,
marketing attention, a focus on cash flow,
and a brand with longevity, you don’t have
to worry about the next Twitter. I have a
large number of Twitter followers. You
can become my second one.
We figured as much.
Gabelli: Let’s talk about using cash flow
to buy back stock. Viacom [VIA] has
been doing this. I have been a Viacom
investor for 25 years. Viacom and CBS
[CBS] split on Dec. 31, 2005. CBS is
doing well under Les Moonves, and
Viacom is doing extraordinarily well
under Philippe Dauman and Tom Dooley.
Viacom had 755 million shares at the time
of the split. They are now down to 507
million. In the next three or four years,
share count should fall to about 355
million. Viacom reported $13.9 billion of
revenue for the fiscal year ended Sept. 30.
That could increase to $18 billion in the
next several years. The company
generates revenue from two sources:
advertising and subscription fees. It also
owns Paramount Pictures, which at some
point may be merged with either Malone
or Columbia Pictures.
Viacom earned $4.36 a share in fiscal
2012, and could earn $9 by 2016, as
earnings grow slowly and shares
outstanding shrink. Founder and
Chairman Sumner Redstone controls the
company. The A stock is fully
exchangeable into the B. The A shares
sell for $60, two dollars more than the
nonvoting B shares. I want to own the A
shares. Net debt is $7.3 billion, and
capital spending is de minimis at $100
million a year. The company generates
$4.3 billion a year of earnings before
interest, taxes, depreciation, and
amortization, or EBITDA. The question
is, what is Redstone’s exit strategy? He is
a young 90 plus.
Black: Nickelodeon lost a lot of market
share last year.
Gabelli: You don’t have to buy it. I
recommended the stock at $30 a share
several years ago. I said it would double
in four years. It doubled in three years.
You will get $100 a share in three years.
Xylem [XYL] was spun out of ITT [ITT]
in October 2011. It is assembling one of
4
the best packages of water infrastructure
and water-treatment companies in the
world. When I talked about it here last
year, I was worried about a slowdown in
state and local spending. Business in
southern Europe is slow. Short term,
earnings are lackluster. The stock rose
about 10% in the past year, to $28. There
are 186 million shares. The company had
$788 million of net debt as of the end of
September, the latest published number.
Revenue last year was an estimated $3.8
billion, which could rise to $4.6 billion by
2016. EBITDA could rise to $800 million
from $625 million. Capital spending is
about $130 million a year. Per share
earnings could go from $1.80 to $2.50.
This is a yummy for a large corporation
that wants to have distribution and
products in water industry. Europe
accounts for a third of the business; the
U.S. is a third, and Asia-Pacific is 11%.
They are accelerating their involvement
in acquaculture [fish farming].
What is your target price?
Gabelli: The company could be bought at
a 50% premium to its current stock price
within two years.
Graco [GGG] was founded in 1926. The
stock is $53. There are 60.7 million
shares outstanding. Net debt is $570
million. The company makes equipment
to apply foam on drilling rigs, and
products for painters. It uses a razor and
razor-blade model [applications are sold
separately from applicators] and is a great
cash generator. Graco tried to acquire a
company from Illinois Tool Works [ITW]
for $650 million, but the Federal Trade
Commission gave it a hard time. So it had
to sell a part of the ITW acquisition.
Revenue is tied to the housing market,
which has a long runway. There are a lot
of ways to make money from housing.
This is a side-door play. Pat McHale, who
runs Graco, is terrific. The company
could earn $2.20 a share for 2012, down
from $2.32. Earnings could double in
three or four years.
How so?
Gabelli: Through a combination of
growth in the housing market and the
absorption of some costs tied to the
Illinois Tool Works acquisition. Also,
Graco buys back stock from time to time,
and introduces product innovations.
Patterson Cos. [PDCO], formerly
Patterson Dental, is in one of my favorite
industries. As you age, you spend more per
tooth. There are approximately 185,000
dentists in the U.S., including 5,000
orthodontists. Three or four companies sell
products to the dental market. EBITDA has

Mario Gabelli’s Picks
Company Ticker 1/11/13 Price
Hillshire Farms HSH $29.58
Post Holdings POST 35.27
Viacom VIA 60.08
Xylem XYL 27.18
Graco GGG 53.48
Patterson Cos. PDCO 35.49
Weatherford Internat’l WFT 11.53
National Fuel Gas NFG 49.10
Boulder Brands BDBD 12.32
Fisher Communications FSCI 33.26
Source: Bloomberg
been flat at about $400 million a year for
the past four years, but is starting to ramp
up. Capital spending is only $25 million a
year, so the company generates a lot of
cash. Local practitioners are buying more
products such as dental-imaging systems,
which they sell. The company competes
with Henry Schein [HSIC], which is more
cutting-edge. Patterson also has a
veterinary supply business. There are 170
million companion pets in this country.
How big is the veterinary products
market?
Gabelli: It is about $3 billion a year, and
three companies are important. MWI, out
of Boise, does the best job, as far as I can
tell. Patterson trades for $35 a share and
there are 108 million shares. Net debt is
$275 million. The company’s cash is held
in Canada, but its debt is in the U.S. It
could pay off the debt but would incur a
tax hit to bring home the cash to do so.
Patterson should earn $2.30 in the year
ending in April 2013, marching up to $3
in the next three or four year. This is a
takeover or split-up candidate.
Domestic energy also has a long runway.
I am recommending two companies.
Weatherford International [WFT] is a
turnaround story. It was put together
through acquisitions and had some issues
with accounting, taxes, and foreign
corrupt practices.
More money is being spent on drilling,
particularly in the Bakken shale and other
fields in the U.S. Weatherford has a preeminent
position in the artificial-lift
market. Artificial lifts are mechanical
devices inserted in wells that increase the
flow of crude. Weatherford has a
disproportionate share of the rod-lift
market. Once the company gets some
accounting, tax, and management issues
settled, it will do well.
The stock trades for $11.53, and there are
767 million shares. Debt has been
reduced but at glacier-like speed. There is
about $8.5 billion of net debt, so
enterprise value is $17.5 billion. This isn’t
a small company, but it could be a good
acquisition for a major capital-equipment
company that wants to be in all segments
of oil service. Earnings are a little hard to
figure out. Weatherford earned maybe 60
cents a share in 2012, but in three or four
years it could earn about $2.40. It could
be acquired in the next two years at
somewhere between $18 and $24 a share.
Management is motivated to sell.
National Fuel Gas [NFG] has been a
disappointment. Shares haven’t moved
much, because the price of natural gas has
fallen to $3 per Mcf [thousand cubic feet]
from $5. There are 83 million shares, and
the stock trades for $49. Net debt is $1.5
billion. The company owns large acreage in
the Marcellus shale. It also operates the gas
utility in Buffalo. The third part of the
business is a midstream pipeline in the
Marcellus area that they can monetize by
creating a master limited partnership. There
is no reason this company can’t be split up.
It pays a nice dividend. If natural gas were
to rise to about $4.50 per Mcf, you would
have a $100 stock. At current gas prices, the
stock is worth about $85. The MLP could
be worth $20 to $25 a share.
You’re exhausting us. Is that it?
Gabelli: No. Let’s talk about Glutino.
Three million people in the U.S. and
many around the world suffer from celiac
disease. Consumers are looking for
gluten-free foods, which are taking up
more shelf space in supermarkets. My
next company owns the Glutino brand.
[Displays bag of Glutino gluten-free
pretzels and passes it around.]
The company changed its name from
Smart Balance to Boulder Brands
[BDBD]. It is run by Steve Hughes.
Shareholders profited when he sold
Celestial Seasonings to Hain. About two
years ago, the company bought Glutino,
which was based in Canada. It bought
another company, Udi’s, in Colorado. It
now has more brands, and its products are
gaining traction. Boulder has about 60
million shares. The stock is $12.30. The
company should generate $370 million of
revenue for 2012. It has $238 million of
net debt. Earnings growth has lagged
revenue growth due to spending on
advertising, and start-up expenses. You
may see 15 cents in earnings for 2012, but
earnings go straight up thereafter. A large
company might want to buy this for its
brands. Boulder is a small-cap stock.
My last pick is Fisher Communications
[FSCI]. The company announced it is for
sale. It has 8.9 million shares outstanding,
and no debt. It operates ABC-affiliate
television stations in Seattle and Portland,
Ore. The stock is selling for $33 a share,
and the company could be worth between
$40 and $45.
Thanks, Mario.
Mario J. Gabelli is the Chairman and Chief Executive Officer of GAMCO Investors, Inc. and Portfolio Manager of various investment
products at the Firm. The securities mentioned in the article are not representative of any portfolio, and the views expressed are subject
to change at any time. As of December 31, 2012, The Gabelli Value Fund held, as a percentage of its net assets, the following
companies mentioned in this article: Hillshire Brands 0.3%, Ralcorp Holdings 0.2%, Liberty Media 1.9%, Nestlé less than 0.1%,
Viacom 7.4%, CBS 4.2%, Xylem 0.6%, ITT 0.3%, Weatherford International 0.1%, and National Fuel Gas 2.3%.
A complete listing of the Fund’s portfolio holdings as of December 31, 2012 and a prospectus are available by calling the Fund at
800-GABELLI (800-422-3554) or by visiting our website at www.gabelli.com. Investors should carefully consider the investment
objectives, risks, charges, and expenses of the Fund before investing. The prospectus contains information about these and other
matters and should be read carefully before investing.
The views expressed in this article reflect those of the Portfolio Manager only through the date of the interview. Minor edits were
made. The Portfolio Manager’s views are subject to change at any time based on market and other conditions. Favorable earnings or
EBITDA (earnings before interest, taxes, depreciation, and amortization), or growth prospects do not necessarily translate into higher
stock prices, but they do express a positive trend that we believe will develop over time. The information contained in this article is
not an offer to sell or a solicitation to buy any security. No security or other product is offered or will be sold in any jurisdiction in
which such offer or solicitation, purchase, or sale would be unlawful under the securities or other laws of the jurisdiction.
5

• Second, we focus on companies whose public price is meaningfully less than our estimate of their
Private Market Value (PMV), or what an informed buyer would pay to own the entire enterprise. This
“margin of safety” provides us with significant upside potential and downside protection. Note that PMV
is not static; it should grow along with a company’s assets and cash flow potential. Whether a security’s
public price keeps pace with PMV growth can determine whether its margin of safety waxes or wanes.
• Finally, we attempt to articulate one or more catalysts that will narrow a company’s discount to PMV.
Catalysts can take many forms including mergers and acquisitions (M&A) activity, financial engineering
such as spinoffs and buybacks, change in management, evolution in regulation, completion of a major
project or introduction of a new product.
As portfolio managers our job is to balance the above considerations: a high quality company with a near
and certain catalyst could warrant a smaller margin of safety than the converse situation. Our aim is to
maximize returns while minimizing the potential to permanently impair capital. We seed the portfolio with a
diverse basket of ideas that can be harvested regularly at irregular intervals. Over time we have demonstrated
this is the best way to generate superior returns.
Deals, Deals, and More Deals
After accelerating into year-end, worldwide M&A activity rose 2% in 2012 to $2.6 trillion. Several Fund
holdings were subject to takeovers throughout the year. In May, Thomas & Betts was acquired by Swiss
industrial giant ABB for $72 per share in cash, giving ABB a greater presence in the low-voltage electrical
products market. In August, Robbins & Myers agreed to be taken over by National Oilwell Varco for $60 per
share. In December, Eaton Corp. (0.1% of net assets as of December 31, 2012) completed its acquisition of
Cooper Industries. Private label food manufacturer Ralcorp (0.2%) announced that it agreed to be acquired by
ConAgra Foods for $90 per share in November. In December, Intermec (0.1%) agreed to be acquired by
Honeywell (2.8%) for $10 per share.
As noted in prior commentaries, 2012 brought a continuation of the trend of “financial engineering,” as
companies surfaced value with spin-offs, split-offs, or the sale of a division. Ralcorp spun off Post Holdings, its
branded cereal business, in January. At the end of June, Sara Lee paid a $3.00 per share special dividend and
separated into two companies: Hillshire Brands (0.3%), a U.S. based producer and marketer of branded meat
products, and D.E MASTER BLENDERS 1753 (0.5%), a Netherlands based coffee and tea company. In
October, Kraft completed the spin-off of its North American retail business, Kraft Foods Group (0.2%), and
renamed itself Mondelez International (0.4%), focusing on its higher-growth global snacks business. That same
month, Tyco (0.5%) completed its business separation, with the “new” Tyco becoming a pure-play global fire
and commercial security firm following the spin-off of its residential and small business alarm monitoring
business ADT Corp. (0.5%) and the merger of its flow control business with Pentair Ltd. (0.1%), a global water
focused pump and valve maker. Gaylord Entertainment completed its sale of the Gaylord Hotels brand and
management company to Marriott International, and converted itself to a REIT structure, renaming itself Ryman
Hospitality Properties (1.0%). Others are still in process, including News Corp. (1.5%), which will separate its
extensive publishing operations from its faster-growing entertainment division. We believe many of these
companies – as well as those that underwent financial engineering in 2011, such as Beam (0.9%), Exelis
(0.3%), and Xylem (0.6%) – are potential takeover candidates.
While the future is always impossible to predict, we are encouraged by continued ample cash on
corporate balance sheets and financing availability at nearly unprecedented low interest rates. We believe that
with increased visibility on future tax rates and regulations, we will see a continuation of the “Fifth Wave” of
takeover activity in 2013 and beyond.
6

Let’s Talk Stocks
The following are stock specifics on selected holdings of our Fund. Favorable earnings prospects do not
necessarily translate into higher stock prices, but they do express a positive trend that we believe will develop
over time. Individual securities mentioned are not necessarily representative of the entire portfolio. For the
following holdings, the percentage of net assets and their share prices stated in U.S. dollars or U.S. dollar
equivalent terms are presented as of December 31, 2012.
ADT Corp. (0.5% of net assets as of December 31, 2012) (ADT - $46.49 - NYSE) is a Boca-Raton, Florida
based provider of electronic alarm monitoring products and services to U.S. residences and small businesses.
The company is a subsidiary of Tyco International Ltd. (0.5%) and boasts strong brand recognition for its
brands ADT, ADT Pulse, and Companion Service. ADT dominates the market even in the highly competitive
alarm monitoring industry and will likely retain its market share alongside continued growth in the electronic
security industry at large. The company expects consistent free cash flow generation in the near term due to
a recently approved share repurchase program set to last three years and expire in November 2015.
AMC Networks Inc. (2.1%) (AMCX - $49.50 - Nasdaq) owns and operates cable networks: AMC, WE tv, IFC,
and The Sundance Channel. In addition, the company owns IFC Entertainment, an independent film
distribution company, and AMC Network Communication, a network programming origination and distribution
company. The AMC channel is highly rated and has benefited from growing popularity in an attractive and
affluent demographic which should aid advertising sales. AMC offers the potential for levered equity returns and
could be an attractive acquisition candidate to a number of large cable network operators.
CBS Corp. (4.2%) (CBS - $37.98 - NYSE) operates the CBS television network, the premium cable network
Showtime, owns 29 local television stations, 130 radio stations, and the third largest international outdoor
advertising network. We believe CBS has a number of opportunities to generate incremental non-advertising
revenue from the sale of existing content to OVDs (online video distributors) and through retransmission consent
agreements with traditional distributors. In addition, we expect a continued recovery in advertising, especially in
radio and outdoor, to contribute to earnings growth. Finally, we believe financial engineering, including the
announced $3 billion share buyback or a potential spin-off of CBS Outdoor, could act as a catalyst for shares.
CIRCOR International Inc. (1.0%) (CIR - $39.59 - NYSE) is a manufacturer of highly engineered products for
the energy, aerospace, and flow control markets. In the energy market, the company makes ball, needle,
butterfly, gate, and other valves for the drilling, production, separation, and transmission of oil and gas for large
international energy projects and for small-to-medium size projects within North America. In the aerospace
group, CIR manufactures landing gears, precision valves, pressure switches, regulators, actuators, and electric
motors for air transports, cargo aircraft, regional jets, business airplanes, helicopters, and unmanned vehicles.
In the flow control market, the company makes valves, fittings, and controls for the power generation, HVAC,
steam, and industrial process markets. In December 2012, Bill Higgins stepped down as the company’s
President and CEO to pursue other interests. Wayne Robbins, President of the Flow Technologies group was
appointed acting President and CEO and the board has initiated a search process to identify a permanent
President and CEO. In spite of the change in leadership, we believe the company is well positioned for future
earnings growth driven by higher investments in the energy market, the increase in production of commercial
aircraft, and more infrastructure investments in developed and developing countries.
Diageo plc (3.3%) (DEO LN - $116.58 - NYSE) is the leading global producer of alcoholic beverages, with
brands including Smirnoff, Johnny Walker, Ketel One, Captain Morgan, Crown Royal, J&B, Baileys, Tanqueray,
and Guinness. The company has a balanced geographic presence in both mature and emerging markets, and
benefits from the trend of consumers around the world trading up to premium branded products. In 2011 and
2012, Diageo made several acquisitions that enhanced its presence in emerging markets: Mey Icki, the leading
spirits company in Turkey; Shui Jing Fang, a leading Chinese baiju producer, Ypioca, the leading cachaca
producer in Brazil; and an increased stake in Halico, the leading domestic spirits producer in Vietnam. Diageo
7

also agreed to make an investment in United Spirits, the leading spirits producer in India, which if completed
will provide the company with the leading position in another fast-growing emerging market. Over the medium
term, Diageo expects organic top line growth of 6% and 200 bps of margin improvement, leading to double digit
earnings per share growth.
DISH Network Corp. (1.2%) (DISH - $36.40 - NYSE) is the third largest pay TV provider in the U.S., with
approximately 14 million subscribers. As a satellite operator unburdened by local franchising requirements and
wired plant, DISH can market and deliver video extremely efficiently across the entire country. Founder Charlie
Ergen owns approximately 54% of company shares and lends his strategic vision. DISH has accumulated a
significant spectrum position at attractive prices and may enter the mobility market through acquisition or
partnership. Ultimately, we believe DISH could make an attractive acquisition target for a traditional telecom
operator.
Honeywell International, Inc. (2.8%) (HON - $63.47 - NYSE) is a leading producer of avionics, power, and
electronic systems for the aerospace market, process automation, and security products for the industrial,
residential, and commercial building markets. The company also makes turbochargers for the automotive industry
and provides technologies to the energy market. HON has excellent products, a strong balance sheet, and
generates substantial free cash flow that could be used for internal growth, acquisitions, and stock repurchases.
In addition, the company is executing on its long-term strategy to expand in less costly regions of the world, while
reducing costs in more costly countries by closing plants, consolidating facilities, and implementing six sigma and
lean manufacturing. These dynamics should position HON for bigger profitability gains in the future.
Internap Network Services (0.2%) (INAP - $6.94 - Nasdaq) provides IT infrastructure services through twelve
owned and twenty-eight partner data centers in the U.S. The company enables corporate, government and
institutional customers to outsource their computer processing needs in a secure, monitored setting. Internap
has recently expanded its offerings to include a “cloud” solution in which customers can purchase computing
power in a flexible, scalable manner. We believe the strong secular trend toward IT outsourcing underlies the
recent consolidation of data center competitors by large telecommunications providers such as Verizon, Time
Warner Cable, CenturyLink, and Cogeco. We think Internap will benefit from these trends as well as continued
improvement in its own execution.
Xylem Inc. (0.6%) (XYL - $27.10 - NYSE), is a global leader in the design, manufacturing, and application of
highly engineered technologies for the transportation, treatment, and testing of water. The company is
expected to benefit from favorable long term fundamentals in the water industry, driven by scarcity, population
growth, aging of the infrastructure, and the need to improve water quality. Further, with a large installed base
of pumps and systems, the company is well positioned to increase aftermarket revenue, which currently
represents roughly forty percent of total revenues. Xylem’s attractive business mix also generates strong cash
flow, which is expected to support acquisitions, debt service, and dividend growth. While current concerns
regarding weakness in Europe and municipal spending levels in the U.S. are placing downward pressure on
shares, we believe the long-term fundamentals outweigh these concerns.
Investment Scorecard
AMC Networks (+14%) was the largest contributor to returns in the fourth quarter as the company
benefited from a favorable legal settlement with DISH Network and strong ratings for the third season of The
Walking Dead. Likewise, DISH Network (+22%) rose as a result of the AMC legal settlement, FCC approval of
its wireless spectrum purchase, and the announcement of a healthy 2013 price increase. Madison Square
Garden (2.4% of net assets as of December 31, 2012) (+10%) continued to appreciate as the company
completed the second of its three phase MSG arena “Transformation” and the NY Knicks began the year with
the best record in the NBA. Other notable gainers included Intermec (+58%) which announced a long
anticipated acquisition by Honeywell, Ford Motor (0.4%) (+32%), and Tenneco (0.2%) (+15%) which benefited
8

from an improving auto sales outlook and ADT (+25%) the alarm monitoring company spun off from Tyco at
the beginning of the quarter.
The largest detractors from performance included Swedish Match (3.9%) (–17%) which was hurt by
increased competitive intensity in Sweden, Telephone & Data Systems (1.7%) (–13%) which declined after
initial enthusiasm for affiliate US Cellular’s (0.4%) sale of Chicago area spectrum and customers to Sprint
Nextel (0.5%), and gold miners Newmont Mining (3.4%) (–16%) and Barrick Gold (1.1%) (–16%) whose
performance represents the continuation of a trend of underperformance of the gold equities relative to the
physical metal. The Fund has held positions in gold equities as we continue to believe government
debasements of their currencies will lead to rising gold prices and benefit producers of the metal.
Conclusion
Stocks rose for the fourth year in a row in 2012 and began 2013 on a positive note as the U.S. postponed
its date with the so-called fiscal cliff. Investors now await further skirmishes over fiscal policy. We expect the
U.S. economic expansion to grind forward during 2013 and the evolving recovery in employment to continue
to slowly broaden across the American economy. While we remain upbeat on the U.S. economy, we are
watching macro and political developments in Beijing, Berlin, and Tokyo as they may impact the global
economy. In the interim, we continue to select stocks using our Private Market with a Catalyst methodology.
We believe a resurgence in deals will continue to add incremental value to the Fund.
Sincerely,
Mario J. Gabelli, CFA
Portfolio Manager and
Chief Investment Officer – Value Portfolios
January 8, 2013
Christopher J. Marangi
Associate Portfolio Manager
Viacom Inc. 7.4%
CBS Corp. 4.2%
Swedish Match AB 3.9%
Newmont Mining Corp. 3.4%
Diageo plc 3.3%
Top Ten Holdings (Percent of Net Assets)
December 31, 2012
Note: The views expressed in this Shareholder Commentary reflect those of the Portfolio Managers only
through the end of the period stated in this Shareholder Commentary. The Portfolio Managers’ views are subject
to change at any time based on market and other conditions. The information in this Portfolio Managers’
Shareholder Commentary represents the opinions of the individual Portfolio Managers and is not intended to be
a forecast of future events, a guarantee of future results, or investment advice. Views expressed are those of
the Portfolio Managers and may differ from those of other portfolio managers or of the Firm as a whole. This
Shareholder Commentary does not constitute an offer of any transaction in any securities. Any recommendation
contained herein may not be suitable for all investors. Information contained in this Shareholder Commentary
has been obtained from sources we believe to be reliable, but cannot be guaranteed.
9
Honeywell International Inc. 2.8%
Rolls-Royce Holding plc 2.5%
American Express Co. 2.4%
Madison Square Garden Co. 2.4%
DIRECTV Group Inc. 2.4%

Portfolio Manager Compensation
Mr. Gabelli’s incentive-based, variable compensation structure and dollar amount have been fully
disclosed each year since April of 2000 in GAMCO Investors, Inc.’s (NYSE: GBL) annual proxy statement.
Mr. Gabelli receives no base salary, no annual bonus, and no options.
As founder and portfolio manager of The Gabelli Value Fund, Mr. Gabelli received $901,816 in calendar
year 2011. Starting in September 1989, the Fund’s first year of operation, Mr. Gabelli received approximately
$3,200,000. As beneficial owner, he had $100,778 invested in The Gabelli Value Fund as of December 31, 2012,
which includes the holdings of GAMCO Asset Management, Inc. and GGCP, Inc., GBL’s parent holding
company.
Minimum Initial Investment – $1,000
The Fund’s minimum initial investment for regular accounts is $1,000. There are no subsequent
investment minimums. No initial minimum is required for those establishing an Automatic Investment Plan.
Additionally, the Fund and other Gabelli/GAMCO Funds are available through the no-transaction fee programs
at many major brokerage firms. The Fund imposes a 2% redemption fee on shares sold or exchanged within
seven days after the date of purchase. See the prospectus for more details.
www.gabelli.com
Please visit us on the Internet. Our homepage at www.gabelli.com contains information about GAMCO
Investors, Inc., the Gabelli/GAMCO Mutual Funds, IRAs, 401(k)s, current and historical quarterly reports, closing
prices, and other current news. We welcome your comments and questions via e-mail at info@gabelli.com.
You may sign up for our e-mail alerts at www.gabelli.com and receive early notice of quarterly report
availability, news events, media sightings, and mutual fund prices and performance.
The Fund’s daily net asset value is available in the financial press and each evening after 7:00 PM (Eastern
Time) by calling 800-GABELLI (800-422-3554). The Fund’s Nasdaq symbol is GABVX for Class A Shares.
Please call us during the business day, between 8:00 AM – 7:00 PM (Eastern Time), for further information.
e-delivery
We are pleased to offer electronic delivery of Gabelli fund documents. Direct shareholders of our mutual
funds can elect to receive their Annual, Semiannual, and Quarterly Fund Reports, Manager Commentaries, and
Prospectus via e-delivery. For more information or to sign up for e-delivery, please visit our website at
www.gabelli.com.
Multi-Class Shares
The Gabelli Value Fund began offering additional classes of Fund shares on March 15, 2000. Class AAA
are no-load shares available directly through selected broker/dealers. Class A and C Shares are offered to
investors who seek advice through financial consultants. Class I Shares are available to certain institutions,
directly through the Fund’s distributor or brokers that have entered into selling agreements specifically with
respect to Class I Shares. The Board of Directors determined that expanding the types of Fund shares
available through various distribution options will enhance the ability of the Fund to attract additional investors.
10

VALUE ________________________________________
Gabelli Asset Fund
Seeks to invest primarily in a diversified portfolio of
common stocks selling at significant discounts to
their private market value. The Fund’s primary
objective is growth of capital. (Multiclass)
Team Managed
Gabelli Dividend Growth Fund
Seeks to invest at least 80% of its net assets in
dividend paying stocks.
(Multiclass)
Portfolio Manager: Barbara G. Marcin, CFA
TETON Westwood Equity Fund
Seeks to invest primarily in the common stock of well
seasoned companies that have recently reported
positive earnings surprises and are trading below
Westwood’s proprietary growth rate estimates. The
Fund’s primary objective is capital appreciation.
(Multiclass)
Team Managed
FOCUSED VALUE ______________________________
Gabelli Value Fund
Seeks to invest in securities of companies believed to
be undervalued. The Fund’s primary objective is longterm
capital appreciation. (Multiclass)
Team Managed
Gabelli Focus Five Fund
Seeks to invest up to 50% of its net assets in the
equity securities of five companies with the remaining
net assets invested in ten to twenty other companies
or short-term high grade investments or cash and
cash equivalents. (Multiclass) Team Managed
SMALL CAP ___________________________________
Gabelli Small Cap Growth Fund
Seeks to invest primarily in common stock of smaller
companies (market capitalizations at the time of
investment of $2 billion or less) believed to have rapid
revenue and earnings growth potential. The Fund’s
primary objective is capital appreciation. (Multiclass)
Portfolio Manager: Mario J. Gabelli, CFA
TETON Westwood SmallCap Equity Fund
Seeks to invest primarily in smaller capitalization
equity securities – market caps of $2.5 billion or less.
The Fund’s primary objective is long-term capital
appreciation. (Multiclass)
Portfolio Manager: Nicholas F. Galluccio
GROWTH ______________________________________
GAMCO Growth Fund
Seeks to invest primarily in large cap stocks believed
to have favorable, yet undervalued, prospects for
earnings growth. The Fund’s primary objective is
capital appreciation. (Multiclass)
Portfolio Manager: Howard F. Ward, CFA
GAMCO International Growth Fund
Seeks to invest in the equity securities of foreign
issuers with long-term capital appreciation potential.
The Fund offers investors global diversification.
(Multiclass) Portfolio Manager: Caesar Bryan
GABELLI FAMILY OF FUNDS
AGGRESSIVE GROWTH _________________________
GAMCO Global Growth Fund
Seeks capital appreciation through a disciplined
investment program focusing on the globalization and
interactivity of the world’s marketplace. The Fund
invests in companies at the forefront of accelerated
growth. The Fund’s primary objective is capital
appreciation. (Multiclass)
Team Managed
MICRO-CAP ___________________________________
TETON Westwood Mighty Mites SM Fund
Seeks to invest in micro-cap companies that have
market capitalizations of $500 million or less. The
Fund’s primary objective is long-term capital
appreciation. (Multiclass) Team Managed
EQUITY INCOME _______________________________
Gabelli Equity Income Fund
Seeks to invest primarily in equity securities with
above average market yields. The Fund pays monthly
dividends and seeks a high level of total return with an
emphasis on income. (Multiclass)
Portfolio Manager: Mario J. Gabelli, CFA
TETON Westwood Balanced Fund
Seeks to invest in a balanced and diversified portfolio
of stocks and bonds. The Fund’s primary objective is
both capital appreciation and current income.
(Multiclass)
Team Managed
TETON Westwood Income Fund
Seeks to provide a high level of current income as well
as long-term capital appreciation by investing in
income producing equity and fixed income securities.
(Multiclass) Portfolio Manager: Barbara G. Marcin, CFA
SPECIALTY EQUITY ____________________________
GAMCO Vertumnus Fund
Seeks to invest principally in common stock and
convertible securities of domestic and foreign
companies. The Fund’s primary objective is total
return through a combination of current income and
capital appreciation. (Multiclass)
Portfolio Manager: Mario J. Gabelli, CFA
GAMCO Global Opportunity Fund
Seeks to invest in common stock of companies which
have rapid growth in revenues and earnings and
potential for above average capital appreciation or are
undervalued. The Fund’s primary objective is capital
appreciation. (Multiclass)
Team Managed
Gabelli SRI Green Fund
Seeks to invest in common and preferred stocks
meeting guidelines for social responsibility (avoiding
defense contractors and manufacturers of alcohol,
abortifacients, gaming, and tobacco products) and
sustainability (companies engaged in climate change,
energy security and independence, natural resource
shortages, organic living, and urbanization). The Fund’s
primary objective is capital appreciation. (Multiclass)
Team Managed
SECTOR ______________________________________
GAMCO Global Telecommunications Fund
Seeks to invest in telecommunications companies
throughout the world – targeting undervalued
companies with strong earnings and cash flow
dynamics. The Fund’s primary objective is capital
appreciation. (Multiclass)
Team Managed
Gabelli Gold Fund
Seeks to invest in a global portfolio of equity
securities of gold mining and related companies. The
Fund’s objective is long-term capital appreciation.
Investment in gold stocks is considered speculative
and is affected by a variety of worldwide economic,
financial, and political factors. (Multiclass)
Portfolio Manager: Caesar Bryan
Gabelli Utilities Fund
Seeks to provide a high level of total return through a
combination of capital appreciation and current
income. (Multiclass)
Portfolio Manager: Mario J. Gabelli, CFA
MERGER AND ARBITRAGE _____________________
Gabelli ABC Fund
Seeks to invest in securities with attractive oppor -
tunities for appreciation or investment income. The
Fund’s primary objective is total return in various
market conditions without excessive risk of capital loss.
(No-load) Portfolio Manager: Mario J. Gabelli, CFA
Gabelli Enterprise Mergers and Acquisitions Fund
Seeks to invest in securities believed to be likely
acquisition targets within 12–18 months or in arbitrage
transactions of publicly announced mergers or other
corporate reorganizations. The Fund’s primary objective
is capital appreciation. (Multiclass)
Portfolio Manager: Mario J. Gabelli, CFA
CONTRARIAN _________________________________
GAMCO Mathers Fund
Seeks long-term capital appreciation in various market
conditions without excessive risk of capital loss.
(No-load) Portfolio Manager: Henry Van der Eb, CFA
Comstock Capital Value Fund
Seeks capital appreciation and current income. The
Fund may use either long or short positions to achieve
its objective. (Multiclass)
Portfolio Managers: Charles L. Minter
Martin Weiner, CFA
FIXED INCOME ________________________________
TETON Westwood Intermediate Bond Fund
Seeks to invest in a diversified portfolio of bonds with
various maturities. The Fund’s primary objective is
total return. (Multiclass)
Portfolio Manager: Mark R. Freeman, CFA
CASH MANAGEMENT-MONEY MARKET __________
Gabelli U.S. Treasury Money Market Fund
Seeks to invest exclusively in short-term U.S. Treasury
securities. The Fund’s primary objective is to provide
high current income consistent with the preservation
of principal and liquidity. (No-load)
Co-Portfolio Managers: Judith A. Raneri
Ronald S. Eaker
An investment in the above Money Market Fund is
neither insured nor guaranteed by the Federal
Deposit Insurance Corporation or any government
agency. Although the Fund seeks to preserve the
value of your investment at $1.00 per share, it is
possible to lose money by investing in the Fund.
The Funds may invest in foreign securities which
involve risks not ordinarily associated with
investments in domestic issues, including currency
fluctuation, economic, and political risks.
To receive a prospectus, call 800-GABELLI (800-422-3554). Investors should carefully consider the investment objectives, risks, charges, and expenses of a fund
before investing. The prospectus contains more information about these and other matters and should be read carefully before investing.
Distributed by G.distributors, LLC, One Corporate Center, Rye, NY 10580.

THE GABELLI VALUE FUND INC.
One Corporate Center,
Rye, NY 10580-1422
t 800-GABELLI (800-422-3554)
f 914-921-5118
e info@gabelli.com
GABELLI.COM
Net Asset Value per share available daily
by calling 800-GABELLI after 7:00 P.M.
BOARD OF DIRECTORS
Mario J. Gabelli, CFA
Chairman and
Chief Executive Officer,
GAMCO Investors, Inc.
Anthony J. Colavita
President,
Anthony J. Colavita, P.C.
Robert J. Morrissey
Partner,
Morrissey, Hawkins & Lynch
Anthony R. Pustorino
Certified Public Accountant,
Professor Emeritus,
Pace University
Werner J. Roeder, MD
Medical Director,
Lawrence Hospital
OFFICERS
Bruce N. Alpert
President, Secretary, and Acting
Chief Compliance Officer
Agnes Mullady
Treasurer
DISTRIBUTOR
G.distributors, LLC
CUSTODIAN
The Bank of New York Mellon
TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
State Street Bank and Trust Company
LEGAL COUNSEL
Willkie Farr & Gallagher LLP
THE
GABELLI
VALUE
FUND INC.
Shareholder Commentary
December 31, 2012
This report is submitted for the general information of the
shareholders of The Gabelli Value Fund Inc. It is not
authorized for distribution to prospective investors unless
preceded or accompanied by an effective prospectus.
GAB409Q412SC

The Gabelli Value Fund Inc.
Annual Report — December 31, 2012
To Our Shareholders,
Christopher J. Marangi
Portfolio Manager
For the year ended December 31, 2012, the net asset value (“NAV”) per Class A Share of The Gabelli
Value Fund Inc. increased 17.0% compared with increases of 16.0% and 10.1% for the Standard & Poor’s
(“S&P”) 500 Index and the Dow Jones Industrial Average, respectively. See page 3 for additional performance
information.
Enclosed are the schedule of investments and financial statements as of December 31, 2012.
Performance Discussion (Unaudited)
The stock market started the year with the best first quarter in over a decade. While gains were broad
based, financials and housing related companies led the way. While the U.S. economy added 284,000 jobs in
January 2012 and 227,000 in February, the unemployment rate continued to be high by historical standards.
Data emanating from the second quarter – oil down 18%, copper lower by 9%, a slackening in job creation,
and deceleration of production and retail sales – pointed to certain regions in recession. Central bankers hinted
of further easing in order to soothe market nerves and prevent a negative feedback loop from emerging.
U.S. stock prices marched upward each month during the third quarter, with the S&P finishing up 6.35%
for the quarter and 16.00% year to date. While economic growth remained sluggish, the market decided to
focus instead on monetary policy, both in the U.S. and abroad. In late July, European Central Bank President
Mario Draghi vowed to do “whatever it takes to preserve the euro” and followed up in September by announcing
Outright Monetary Transactions that would “provide a fully effective backstop to avoid destructive scenarios.”
Ben Bernanke paved the way in August with the announcement of an additional round of quantitative easing,
which is being called “QE3” or even “QE infinity.”
The developed world continued major deleveraging as overconsumption financed by debt constrained
growth and pressured federal, state, and local government budgets. The developing world faced its own issues
as nations, primarily in Asia and Latin America, attempted to command economic forces largely beyond their
control. China underwent its own political transition, and was hard pressed to engineer a “soft landing” for its
economy.

Some contributors to returns for the year were CBS Corp. (4.2% of net assets as of December 31, 2012),
The Madison Square Garden Co. (2.4%), and Diageo plc (3.3%). Some of the larger detractors to performance
were Newmont Mining Corp. (3.4%), National Fuel Gas Co. (2.3%), and Swedish Match AB (3.9%).
We appreciate your confidence and trust.
Sincerely yours,
February 22, 2013
Bruce N. Alpert
President
We have separated the portfolio managers’ commentary from the financial statements and investment portfolio due to
corporate governance regulations stipulated by the Sarbanes-Oxley Act of 2002. We have done this to ensure that the
content of the portfolio managers’ commentary is unrestricted. Both the commentary and the financial statements, including
the portfolio of investments, will be available on our website at www.gabelli.com.
2

Comparative Results
Average Annual Returns through December 31, 2012 (a) (Unaudited)
Since
Inception
1 Year 5 Year 10 Year (9/29/89)
Class A (GABVX) ................................................ 16.95% 3.36% 8.35% 10.51%
With sales charge (b) .............................................. 10.23 2.14 7.71 10.22
S&P 500 Index. .................................................. 16.00 1.66 7.10 8.55
DowJonesIndustrialAverage........................................ 10.14 2.60 7.32 9.73
NasdaqCompositeIndex ........................................... 17.60 3.77 9.43 8.29
Class AAA (GVCAX) .............................................. 16.97 3.37 8.36 10.51
Class B (GVCBX) ................................................ 16.06 2.55 7.53 10.04
With contingent deferred sales charge (c) ................................ 11.06 2.19 7.53 10.04
Class C (GVCCX) ................................................ 16.09 2.57 7.54 10.06
With contingent deferred sales charge (d) ................................ 15.09 2.57 7.54 10.06
Class I (GVCIX). ................................................. 17.17 3.62 8.49 10.57
In the current prospectus dated April 27, 2012, the expense ratios for Class AAA, A, B, C, and I Shares are 1.43%, 1.43%, 2.18%,
2.18%, and 1.18%, respectively. See page 11 for the expense ratios for the year ended December 31, 2012. Class AAA and Class I
Shares do not have a sales charge. The maximum sales charge for Class A, B, and C Shares is 5.75%, 5.00%, and 1.00%,
respectively.
(a) Returns represent past performance and do not guarantee future results. Total returns and average annual returns reflect changes
in share prices, reinvestment of distributions, and are net of expenses. Investment returns and the principal value of an investment will
fluctuate. When shares are redeemed, they may be worth more or less than their original cost. The Fund imposes a 2% redemption fee on
shares sold or exchanged within seven days after the date of purchase. Current performance may be lower or higher than the
performance data presented. Visit www.gabelli.com for performance information as of the most recent month end. Investors should
carefully consider the investment objectives, risks, charges, and expenses of the Fund before investing. The prospectus
contains information about these and other matters and should be read carefully before investing. The Class A Share NAVs are
used to calculate performance for the periods prior to the issuance of Class AAA Shares on April 30, 2010, Class B Shares and Class C
Shares on March 15, 2000, and the Class I Shares on January 11, 2008. The actual performance of the Class B Shares and Class C
Shares would have been lower due to the additional expenses associated with these classes of shares. The actual performance of the
Class I Shares would have been higher due to lower expenses related to this class of shares. The S&P 500 Index is a market capitalization
weighted index of 500 large capitalization stocks commonly used to represent the U.S. equity market. The Dow Jones Industrial
Average and the Nasdaq Composite Index are unmanaged indicators of stock market performance. Dividends are considered reinvested,
except for the NASDAQ Composite Index. You cannot invest directly in an index.
(b) Performance results include the effect of the maximum 5.75% sales charge at the beginning of the period.
(c) Assuming payment of the maximum contingent deferred sales charge (CDSC). The maximum CDSC for Class B Shares is 5% which is
gradually reduced to 0% after six years.
(d) Assuming payment of the 1% maximum CDSC imposed on redemptions made within one year of purchase.
$100,000
$90,000
$70,000
$60,000
$50,000
$40,000
$30,000
$20,000
$10,000
$0
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN
THE GABELLI VALUE FUND (CLASS A SHARES) AND S&P 500 INDEX (Unaudited)
$80,000 S&P 500 Index $67,277
The Gabelli Value Fund (Class A Shares) $96,382
Average Annual Total Returns*
1 Year 5 Year 10 Year Since Inception
Class A 16.95% 3.36% 8.35% 10.51%
9/29/89 12/31/91 12/31/93 12/31/95 12/31/97 12/31/99 12/31/01 12/31/03 12/31/05 12/31/07 12/31/09 12/31/11 12/31/12
* Past performance is not predictive of future results. The performance tables and graph do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the redemption of Fund shares.
3

The Gabelli Value Fund Inc.
Disclosure of Fund Expenses (Unaudited)
For the Six Month Period from July 1, 2012 through December 31, 2012
Expense Table
We believe it is important for you to understand the
impact of fees and expenses regarding your investment.
All mutual funds have operating expenses. As a
shareholder of a fund, you incur ongoing costs, which
include costs for portfolio management, administrative
services, and shareholder reports (like this one), among
others. Operating expenses, which are deducted from
a fund’s gross income, directly reduce the investment
return of a fund. When a fund’s expenses are expressed
as a percentage of its average net assets, this figure
is known as the expense ratio. The following examples
are intended to help you understand the ongoing costs
(in dollars) of investing in your Fund and to compare
these costs with those of other mutual funds. The examples
are based on an investment of $1,000 made at the
beginning of the period shown and held for the entire
period.
The Expense Table below illustrates your Fund’s costs
in two ways:
Actual Fund Return: This section provides information
about actual account values and actual expenses. You
may use this section to help you to estimate the actual
expenses that you paid over the period after any fee
waivers and expense reimbursements. The “Ending
Account Value” shown is derived from the Fund’s
actual return during the past six months, and the
“Expenses Paid During Period” shows the dollar amount
that would have been paid by an investor who started
with $1,000 in the Fund. You may use this information,
together with the amount you invested, to estimate the
expenses that you paid over the period.
To do so, simply divide your account value by $1,000
(for example, an $8,600 account value divided by $1,000
= 8.6), then multiply the result by the number given
for your Fund under the heading “Expenses Paid During
Period” to estimate the expenses you paid during this
period.
Hypothetical 5% Return: This section provides
information about hypothetical account values and
4
hypothetical expenses based on the Fund’s actual expense
ratio. It assumes a hypothetical annualized return of
5% before expenses during the period shown. In this
case – because the hypothetical return used is not
the Fund’s actual return – the results do not apply to
your investment and you cannot use the hypothetical
account value and expense to estimate the actual ending
account balance or expenses you paid for the period.
This example is useful in making comparisons of the
ongoing costs of investing in the Fund and other funds.
To do so, compare this 5% hypothetical example with
the 5% hypothetical examples that appear in shareholder
reports of other funds.
Please note that the expenses shown in the table are
meant to highlight your ongoing costs only and do not
reflect any transactional costs such as sales charges
(loads), redemption fees, or exchange fees, if any, which
would be described in the Prospectus. If these costs
were applied to your account, your costs would be higher.
Therefore, the 5% hypothetical return is useful in comparing
ongoing costs only, and will not help you determine
the relative total costs of owning different funds. The
“Annualized Expense Ratio” represents the actual
expenses for the last six months and may be different
from the expense ratio in the Financial Highlights which
is for the year ended December 31, 2012.
Beginning
Account Value
07/01/12
Ending
Account Value
12/31/12
Annualized
Expense
Ratio
Expenses
Paid During
Period*
The Gabelli Value Fund Inc.
Actual Fund Return
Class AAA $1,000.00 $1,105.10 1.42% $ 7.51
Class A $1,000.00 $1,105.10 1.41% $ 7.46
Class B $1,000.00 $1,100.50 2.15% $11.35
Class C $1,000.00 $1,100.90 2.16% $11.41
Class I $1,000.00 $1,105.60 1.17% $ 6.19
Hypothetical 5% Return
Class AAA $1,000.00 $1,018.00 1.42% $ 7.20
Class A $1,000.00 $1,018.05 1.41% $ 7.15
Class B $1,000.00 $1,014.33 2.15% $10.89
Class C $1,000.00 $1,014.28 2.16% $10.94
Class I $1,000.00 $1,019.25 1.17% $ 5.94
* Expenses are equal to the Fund’s annualized expense ratio for
the last six months multiplied by the average account value over
the period, multiplied by the number of days in the most recent
fiscal half year (184 days), then divided by 366.

Summary of Portfolio Holdings (Unaudited)
The following table presents portfolio holdings as a percent of net assets as of December 31, 2012:
The Gabelli Value Fund Inc.
Entertainment ...................... 14.4%
Cable and Satellite.................. 13.4%
FoodandBeverage................. 8.6%
Broadcasting ....................... 6.1%
Diversified Industrial................. 5.9%
Financial Services .................. 5.5%
Metals and Mining .................. 5.1%
Consumer Products ................. 5.0%
Energy and Utilities ................. 4.0%
Equipment and Supplies ............. 3.2%
Aerospace......................... 2.8%
Telecommunications ................ 2.6%
ConsumerServices................. 2.6%
Business Services .................. 2.3%
Machinery.......................... 2.2%
Automotive: Parts and Accessories . . . 2.2%
Publishing.......................... 1.9%
HotelsandGaming ................. 1.9%
EnvironmentalServices.............. 1.8%
Retail.............................. 1.3%
Electronics......................... 1.0%
Automotive......................... 1.0%
Wireless Communications............ 1.0%
Aviation:PartsandServices ......... 0.8%
ComputerSoftwareandServices..... 0.8%
Real Estate ........................ 0.7%
Specialty Chemicals................. 0.7%
Health Care ........................ 0.6%
CommunicationsEquipment.......... 0.3%
U.S. Government Obligations......... 0.0%
Other Assets and Liabilities (Net) ..... 0.3%
100.0%
The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (the
“SEC”) for the first and third quarters of each fiscal year on Form N-Q. Shareholders may obtain this information
at www.gabelli.com or by calling the Fund at 800-GABELLI (800-422-3554).The Fund’s Form N-Q is available
on the SEC’s website at www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference
Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by
calling 800-SEC-0330.
Proxy Voting
The Fund files Form N-PX with its complete proxy voting record for the twelve months ended June 30, no later
than August 31 of each year. A description of the Fund’s proxy voting policies, procedures, and how the Fund
voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI
(800-422-3554); (ii) writing to The Gabelli Funds at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting
the SEC’s website at www.sec.gov.
5

The Gabelli Value Fund Inc.
Schedule of Investments — December 31, 2012
Shares
Cost
Market
Value
COMMON STOCKS — 99.7%
Aerospace — 2.8%
122,000 Exelis Inc......................... $ 1,266,524 $ 1,374,940
920,000 Rolls-Royce Holdings plc......... 6,481,183 13,054,469
6,000 The Boeing Co.................... 438,267 452,160
8,185,974 14,881,569
Automotive — 1.0%
54,000 Fiat Industrial SpA ............... 525,492 588,398
174,000 Ford Motor Co.................... 2,213,116 2,253,300
100,000 Navistar International Corp.† ..... 3,119,325 2,177,000
5,857,933 5,018,698
Automotive: Parts and Accessories — 2.2%
8,000 BorgWarner Inc.† ................ 377,764 572,960
38,000 China Yuchai International Ltd. . . . 300,576 599,260
149,000 Genuine Parts Co. ................ 3,878,297 9,473,420
25,000 Tenneco Inc.† .................... 828,780 877,750
5,385,417 11,523,390
Aviation: Parts and Services — 0.8%
111,477 BBA Aviation plc ................. 222,905 403,830
29,000 Curtiss-Wright Corp. ............. 601,942 952,070
296,000 GenCorp Inc.† ................... 2,236,460 2,708,400
3,061,307 4,064,300
Broadcasting — 6.1%
584,000 CBS Corp., Cl. A, Voting .......... 11,452,853 22,180,320
86,000 Liberty Media Corp. - Liberty
Capital, Cl. A† ................. 1,332,427 9,976,860
12,785,280 32,157,180
Business Services — 2.3%
45,000 Ascent Capital Group Inc.,
Cl.A† ......................... 1,175,027 2,787,300
25,000 Blucora Inc.† .................... 377,785 392,750
10,000 Broadridge Financial Solutions
Inc. ........................... 113,116 228,800
65,000 Clear Channel Outdoor Holdings
Inc., Cl. A...................... 105,858 456,300
2,800 Equinix Inc.†..................... 235,426 577,360
49,250 Fidelity National Information
Services Inc. .................. 1,064,884 1,714,392
30,000 Intermec Inc.† ................... 182,856 295,800
115,000 Internap Network Services
Corp.† ........................ 676,769 798,100
27,500 Macquarie Infrastructure Co. LLC. 652,324 1,252,900
5,100 MasterCard Inc., Cl. A ............ 1,107,728 2,505,528
41,000 The Brink’s Co.................... 1,121,870 1,169,730
6,813,643 12,178,960
Cable and Satellite — 13.4%
130,000 Adelphia Communications Corp.,
Cl. A†(a) ...................... 91,925 0
Shares
Cost
Market
Value
130,000 Adelphia Communications Corp.,
Escrow†(a).................... $ 0 $ 0
130,000 Adelphia Recovery Trust† ........ 0 520
223,000 AMC Networks Inc., Cl. A†........ 694,019 11,038,500
759,000 Cablevision Systems Corp.,
Cl.A .......................... 1,424,481 11,339,460
130,000 Comcast Corp., Cl. A, Special..... 2,480,271 4,673,500
247,000 DIRECTV† ....................... 3,415,720 12,389,520
170,000 DISH Network Corp., Cl. A........ 3,136,053 6,188,000
92,000 EchoStar Corp., Cl. A†............ 2,334,643 3,148,240
140,000 Liberty Global Inc., Cl. A† ........ 2,522,198 8,818,600
170,000 Rogers Communications Inc.,
Cl.B .......................... 543,603 7,738,400
90,000 Scripps Networks Interactive Inc.,
Cl.A .......................... 2,946,856 5,212,800
19,589,769 70,547,540
Communications Equipment — 0.3%
50,000 Corning Inc. ..................... 608,170 631,000
22,000 Loral Space & Communications
Inc. ........................... 849,588 1,202,520
1,457,758 1,833,520
Computer Software and Services — 0.8%
65,000 EarthLink Inc. .................... 465,473 419,900
32,000 eBay Inc.† ....................... 790,098 1,632,640
45,000 RealD Inc.† ...................... 484,367 504,450
75,000 Yahoo! Inc.† ..................... 1,251,039 1,492,500
2,990,977 4,049,490
Consumer Products — 5.0%
16,000 Avon Products Inc................ 285,884 229,760
26,000 Blyth Inc. ........................ 652,645 404,300
55,000 Energizer Holdings Inc............ 1,336,532 4,398,900
566 Givaudan SA ..................... 161,059 595,920
200 National Presto Industries Inc..... 5,966 13,820
610,000 Swedish Match AB ............... 9,321,932 20,467,312
1,000 The Estee Lauder Companies Inc.,
Cl.A .......................... 33,385 59,860
11,797,403 26,169,872
Consumer Services — 2.6%
19,000 Coinstar Inc.†.................... 872,504 988,190
238,000 Liberty Interactive Corp., Cl. A†. . . 3,309,709 4,683,840
18,219 Liberty Ventures, Cl. A† .......... 619,100 1,234,519
202,000 Rollins Inc. ...................... 662,012 4,452,080
52,500 The ADT Corp. ................... 1,340,066 2,440,725
6,803,391 13,799,354
Diversified Industrial — 5.9%
41,000 Ampco-Pittsburgh Corp........... 205,014 819,180
125,000 Crane Co. ........................ 3,271,960 5,785,000
5,000 Eaton Corp. plc .................. 259,545 271,017
See accompanying notes to financial statements.
6

The Gabelli Value Fund Inc.
Schedule of Investments (Continued) — December 31, 2012
Shares
Cost
Market
Value
COMMON STOCKS (Continued)
Diversified Industrial (Continued)
68,000 Fortune Brands Home & Security
Inc.† .......................... $ 833,555 $ 1,986,960
68,000 Griffon Corp...................... 733,354 779,280
232,000 Honeywell International Inc. ...... 6,372,761 14,725,040
62,000 ITT Corp. ........................ 1,088,182 1,454,520
90,900 Katy Industries Inc.† ............. 167,685 16,362
15,079 Pentair Ltd. ...................... 414,241 741,133
6,000 Precision Castparts Corp. ........ 738,419 1,136,520
10,000 Smiths Group plc ................ 151,874 193,473
98,000 Tyco International Ltd............. 1,807,505 2,866,500
16,044,095 30,774,985
Electronics — 1.0%
25,000 LSI Corp.† ....................... 149,083 177,000
165,000 Texas Instruments Inc. ........... 3,807,774 5,105,100
3,956,857 5,282,100
Energy and Utilities — 4.0%
2,000 Chevron Corp. ................... 135,096 216,280
75,000 ConocoPhillips ................... 1,467,142 4,349,250
26,000 CONSOL Energy Inc. ............. 1,069,192 834,600
200,000 GenOn Energy Inc., Escrow†(a). . . 0 0
240,000 National Fuel Gas Co.............. 10,705,193 12,165,600
7,300 Occidental Petroleum Corp........ 567,572 559,253
32,000 Phillips 66 ....................... 370,157 1,699,200
23,000 Southwest Gas Corp.............. 608,479 975,430
30,000 Weatherford International Ltd.†. . . 552,561 335,700
15,475,392 21,135,313
Entertainment — 14.4%
41,700 Discovery Communications Inc.,
Cl.A† ......................... 581,145 2,647,116
87,700 Discovery Communications Inc.,
Cl.C† ......................... 1,241,289 5,130,450
53,000 Dover Motorsports Inc............ 209,213 89,570
238,000 Grupo Televisa SAB, ADR......... 2,248,767 6,326,040
284,000 The Madison Square Garden Co.,
Cl.A† ......................... 1,155,535 12,595,400
120,000 Time Warner Inc.................. 3,456,709 5,739,600
719,000 Viacom Inc., Cl. A ................ 22,272,016 39,020,130
190,000 Vivendi SA ....................... 2,757,947 4,250,924
33,922,621 75,799,230
Environmental Services — 1.8%
25,000 Progressive Waste Solutions Ltd. . 484,034 540,000
278,000 Republic Services Inc............. 3,705,469 8,153,740
25,000 Waste Management Inc........... 704,929 843,500
4,894,432 9,537,240
Equipment and Supplies — 3.2%
138,000 CIRCOR International Inc. ........ 1,731,208 5,463,420
44,000 Flowserve Corp................... 603,146 6,459,200
Shares
Cost
Market
Value
51,000 Gerber Scientific Inc.,
Escrow†(a).................... $ 0 $ 510
65,000 GrafTech International Ltd.† ...... 732,699 610,350
25,000 Sealed Air Corp................... 372,835 437,750
88,000 Watts Water Technologies Inc.,
Cl.A .......................... 1,237,166 3,783,120
4,677,054 16,754,350
Financial Services — 5.5%
223,000 American Express Co. ............ 5,951,965 12,818,040
105,000 H&R Block Inc. .................. 1,843,667 1,949,850
5,000 Interactive Brokers Group Inc.,
Cl.A .......................... 74,363 68,400
27,000 JPMorgan Chase & Co............ 1,092,710 1,187,190
51,000 Kinnevik Investment AB, Cl. B .... 800,911 1,064,207
54,000 Legg Mason Inc. ................. 1,322,015 1,388,880
18,000 Loews Corp. ..................... 703,727 733,500
13,000 Morgan Stanley .................. 329,939 248,560
14,000 PNC Financial Services Group
Inc. ........................... 868,578 816,340
30,000 SLM Corp. ....................... 355,829 513,900
19,000 State Street Corp. ................ 867,339 893,190
20,000 Steel Excel Inc.† ................. 586,331 499,000
102,000 The Bank of New York Mellon
Corp........................... 2,842,395 2,621,400
3,800 The Goldman Sachs Group Inc.. . . 453,865 484,728
99,000 Wells Fargo & Co. ................ 3,048,243 3,383,820
21,141,877 28,671,005
Food and Beverage — 8.6%
81,000 Beam Inc......................... 3,657,011 4,948,290
54,000 Davide Campari - Milano SpA..... 254,633 413,411
230,000 DE Master Blenders 1753 NV†.... 2,618,514 2,647,004
150,000 Diageo plc, ADR.................. 5,798,723 17,487,000
55,000 Dr Pepper Snapple Group Inc. .... 1,458,382 2,429,900
72,000 Fomento Economico Mexicano
SABdeCV,ADR............... 887,700 7,250,400
60,000 Hillshire Brands Co. .............. 1,736,615 1,688,400
6,000 John Bean Technologies Corp..... 87,400 106,620
22,000 Kerry Group plc, Cl. A ............ 256,795 1,156,336
10,000 Kikkoman Corp. .................. 106,788 141,975
21,000 Kraft Foods Group Inc. ........... 654,237 954,870
80,000 Mondelez International Inc., Cl. A . 1,620,935 2,037,600
4,000 Nestlé SA ........................ 227,114 260,646
12,000 Pernod-Ricard SA ................ 886,247 1,385,005
11,000 Ralcorp Holdings Inc.† ........... 733,769 986,150
14,000 Remy Cointreau SA .............. 825,768 1,528,801
21,810,631 45,422,408
Health Care — 0.6%
4,000 Chemed Corp..................... 125,792 274,360
28,000 Covidien plc...................... 1,113,252 1,616,720
See accompanying notes to financial statements.
7

The Gabelli Value Fund Inc.
Schedule of Investments (Continued) — December 31, 2012
Shares
Cost
Market
Value
COMMON STOCKS (Continued)
Health Care (Continued)
18,600 Mead Johnson Nutrition Co. ...... $ 759,054 $ 1,225,554
1,998,098 3,116,634
Hotels and Gaming — 1.9%
13,000 Accor SA ........................ 450,008 458,072
31,000 Dover Downs Gaming &
Entertainment Inc. ............. 191,529 68,200
25,000 International Game Technology . . . 364,423 354,250
335,000 Ladbrokes plc.................... 1,750,361 1,079,136
49,000 Las Vegas Sands Corp. ........... 1,109,843 2,261,840
34,900 MGM Resorts International†...... 436,481 406,236
133,541 Ryman Hospitality Properties Inc.. 3,792,196 5,135,973
8,094,841 9,763,707
Machinery — 2.2%
48,000 CNH Global NV................... 978,159 1,933,920
57,500 Deere & Co....................... 1,227,099 4,969,150
125,000 Xylem Inc. ....................... 3,070,752 3,387,500
34,000 Zebra Technologies Corp., Cl. A† . 919,422 1,335,520
6,195,432 11,626,090
Metals and Mining — 5.1%
168,000 Barrick Gold Corp. ............... 3,841,220 5,881,680
30,000 Freeport-McMoRan Copper &
Gold Inc. ...................... 500,054 1,026,000
90,000 Kinross Gold Corp. ............... 734,770 874,800
38,000 Materion Corp. ................... 902,343 979,640
389,000 Newmont Mining Corp............ 7,799,141 18,065,160
13,777,528 26,827,280
Publishing — 1.9%
268,000 Media General Inc., Cl. A† ........ 4,472,509 1,152,400
33,000 Meredith Corp. ................... 671,393 1,136,850
282,000 News Corp., Cl. A ................ 4,078,408 7,202,280
16,000 News Corp., Cl. B ................ 300,340 419,840
5,000 Nielsen Holdings NV† ............ 143,932 152,950
9,666,582 10,064,320
Real Estate — 0.7%
132,000 Griffin Land & Nurseries Inc. ..... 1,584,503 3,564,000
Retail — 1.3%
10,000 Barnes & Noble Inc.†............. 114,525 150,900
40,000 CVS Caremark Corp. ............. 1,366,949 1,934,000
39,000 HSN Inc.......................... 875,124 2,148,120
50,000 Ingles Markets Inc., Cl. A ......... 572,181 863,000
20,000 Safeway Inc. ..................... 388,300 361,800
22,000 The Home Depot Inc.............. 666,670 1,360,700
3,983,749 6,818,520
Shares
Cost
Market
Value
Specialty Chemicals — 0.7%
13,500 Airgas Inc. ....................... $ 893,974 $ 1,232,415
115,000 Ferro Corp.† ..................... 795,410 480,700
14,000 FMC Corp. ....................... 320,954 819,280
14,000 International Flavors &
Fragrances Inc. ................ 611,175 931,560
2,621,513 3,463,955
Telecommunications — 2.6%
415,000 Cincinnati Bell Inc.† .............. 1,330,072 2,274,200
445,000 Sprint Nextel Corp.†.............. 1,906,273 2,523,150
409,000 Telephone & Data Systems Inc. . . . 8,257,622 9,055,260
11,493,967 13,852,610
Wireless Communications — 1.0%
12,000 Millicom International Cellular SA,
SDR........................... 907,147 1,037,959
10,000 NII Holdings Inc.†................ 81,966 71,300
60,000 United States Cellular Corp.† ..... 2,748,540 2,114,400
70,000 Vodafone Group plc, ADR ........ 1,833,112 1,763,300
5,570,765 4,986,959
TOTAL COMMON STOCKS........ 271,638,789 523,684,579
Principal
Amount
U.S. GOVERNMENT OBLIGATIONS — 0.0%
$ 109,000 U.S. Treasury Bills,
0.130%††, 03/28/13........... 108,966 108,992
TOTAL INVESTMENTS — 99.7% ... $271,747,755 523,793,571
Other Assets and Liabilities (Net) — 0.3% . . . 1,438,387
NET ASSETS — 100.0% .............. $525,231,958
(a) Security fair valued under procedures established by the Board of Directors.
The procedures may include reviewing available financial information about
the company and reviewing the valuation of comparable securities and other
factors on a regular basis. At December 31, 2012, the market value of fair
valued securities amounted to $510 or 0.00% of net assets.
† Non-income producing security.
†† Represents annualized yield at date of purchase.
ADR American Depositary Receipt
SDR Swedish Depositary Receipt
See accompanying notes to financial statements.
8

Statement of Assets and Liabilities
December 31, 2012
Assets:
Investments, at value (cost $271,747,755) ...... $523,793,571
Cash....................................... 2,607
Receivable for investments sold ............... 2,370,118
Receivable for Fund shares sold .............. 458,452
Dividends receivable ......................... 463,503
Prepaid expenses ........................... 49,705
Total Assets ............................... 527,137,956
Liabilities:
Payable for Fund shares redeemed............ 1,106,860
Payable for investment advisory fees .......... 440,981
Payable for distribution fees .................. 112,100
Payable for accounting fees .................. 3,750
Payable for shareholder services fees.......... 109,285
Other accrued expenses ..................... 133,022
Total Liabilities ............................. 1,905,998
Net Assets
(applicable to 34,556,405 shares
outstanding) .............................. $525,231,958
Net Assets Consist of:
Paid-in capital ............................... $280,462,230
Undistributed net investment income ........... 15,410
Accumulated net realized loss on investments
and foreign currency transactions............ (7,292,200)
Net unrealized appreciation on investments..... 252,045,816
Net unrealized appreciation on foreign currency
translations ............................... 702
Net Assets ................................. $525,231,958
The Gabelli Value Fund Inc.
Shares of Capital Stock, each at $0.001 par value:
Class AAA:
Net Asset Value, offering, and redemption price
per share ($1,192,386 ÷ 78,370 shares
outstanding; 50,000,000 shares authorized) . . . $15.21
Class A:
Net Asset Value and redemption price per share
($494,047,730 ÷ 32,425,478 shares
outstanding; 100,000,000 shares authorized) . . $15.24
Maximum offering price per share (NAV ÷
0.9425, based on maximum sales charge of
5.75%oftheofferingprice).................. $16.17
Class B:
Net Asset Value and offering price per share
($152,401 ÷ 11,402 shares outstanding;
50,000,000 shares authorized) ............... $13.37(a)
Class C:
Net Asset Value and offering price per share
($8,913,618 ÷ 666,655 shares outstanding;
50,000,000 shares authorized) ............... $13.37(a)
Class I:
Net Asset Value, offering, and redemption price
per share ($20,925,823 ÷ 1,374,500 shares
outstanding; 50,000,000 shares authorized) . . . $15.22
Statement of Operations
For the Year Ended December 31, 2012
Investment Income:
Dividends (net of foreign withholding taxes of
$291,242).................................. $11,679,457
Interest...................................... 4,483
Total Investment Income ..................... 11,683,940
Expenses:
Investmentadvisoryfees ...................... 5,125,619
Distribution fees - Class AAA .................. 2,190
Distribution fees - Class A ..................... 1,215,278
Distribution fees - Class B ..................... 2,854
Distribution fees - Class C ..................... 83,023
Shareholder services fees ..................... 396,784
Shareholder communications expenses ......... 129,866
Legalandauditfees .......................... 86,932
Directors’fees................................ 78,102
Custodian fees ............................... 73,158
Registration expenses......................... 58,257
Accountingfees .............................. 45,000
Interestexpense.............................. 292
Miscellaneous expenses....................... 44,140
Total Expenses .............................. 7,341,495
Less:
Advisory fee reduction on unsupervised assets
(Note3) ................................. (23,876)
Net Expenses ............................... 7,317,619
Net Investment Income ...................... 4,366,321
Net Realized and Unrealized Gain/(Loss) on
Investments and Foreign Currency:
Net realized gain on investments ............... 28,816,276
Net realized loss on foreign currency
transactions ................................ (19,909)
Net realized gain on investments and foreign
currencytransactions ....................... 28,796,367
Net change in unrealized appreciation/depreciation:
oninvestments............................. 47,341,087
on foreign currency translations .............. 2,000
Net change in unrealized
appreciation/depreciation on investments and
foreign currency translations ................. 47,343,087
Net Realized and Unrealized Gain/(Loss) on
Investments and Foreign Currency ......... 76,139,454
Net Increase in Net Assets Resulting from
Operations ................................ $80,505,775
(a)
Redemption price varies based on the length of time held.
See accompanying notes to financial statements.
9

Statement of Changes in Net Assets
The Gabelli Value Fund Inc.
Year Ended
December 31, 2012
Year Ended
December 31, 2011
Operations:
Netinvestmentincome......................................................... $ 4,366,321 $ 1,590,274
Net realized gain on investments and foreign currency transactions ................. 28,796,367 55,672,817
Net change in unrealized appreciation/depreciation on investments and foreign
currency translations......................................................... 47,343,087 (57,598,707)
Net Increase/(Decrease) in Net Assets Resulting from Operations ............... 80,505,775 (335,616)
Distributions to Shareholders:
Net investment income
Class AAA.................................................................. (10,039) (2,088)
Class A .................................................................... (4,086,739) (1,503,279)
Class C .................................................................... (23,827) —
Class I ..................................................................... (223,510) (54,644)
(4,344,115) (1,560,011)
Net realized gain
Class AAA.................................................................. (61,140) (69,961)
Class A .................................................................... (26,498,049) (51,630,300)
Class B .................................................................... (9,662) (76,227)
Class C .................................................................... (534,094) (926,019)
Class I ..................................................................... (1,117,552) (988,739)
(28,220,497) (53,691,246)
Total Distributions to Shareholders ........................................... (32,564,612) (55,251,257)
Capital Share Transactions:
Class AAA.................................................................. 489,781 464,595
Class A .................................................................... (32,559,337) (74,177,539)
Class B .................................................................... (531,574) (1,157,931)
Class C .................................................................... 444,913 1,431,050
Class I ..................................................................... 11,425,616 1,641,005
Net Decrease in Net Assets from Capital Share Transactions ................... (20,730,601) (71,798,820)
Redemption Fees ............................................................ 1,511 55,515
Net Increase/(Decrease) in Net Assets ......................................... 27,212,073 (127,330,178)
Net Assets:
Beginning of period ............................................................ 498,019,885 625,350,063
End of period (including undistributed net investment income of $15,410 and $13,011,
respectively)................................................................ $525,231,958 $ 498,019,885
See accompanying notes to financial statements.
10

The Gabelli Value Fund Inc.
Financial Highlights
Selected data for a share of capital stock outstanding throughout each period:
Period Ended
December 31
Net Asset
Value,
Beginning
of Period
Net
Investment
Income
(Loss)(a)
Income (Loss)
from Investment Operations Distributions
Net
Realized
and
Unrealized
Gain (Loss)
on
Investments
Total from
Investment
Operations
Net
Investment
Income
Net
Realized
Gain on
Investments
Return
of
Capital
Total
Distributions
Redemption
Fees (a)(b)
Net Asset
Value,
End of
Period
Total
Return†
Net Assets,
End of Period
(in 000’s)
Ratios to Average Net Assets /
Supplemental Data
Class AAA
2012 $13.87 $ 0.14 $ 2.20 $ 2.34 $(0.14) $(0.86) — $(1.00) $0.00 $15.21 17.0% $ 1,192 0.92% 1.42% 3%
2011 15.58 0.07 (0.08) (0.01) (0.05) (1.65) — (1.70) 0.00 13.87 0.1 634 0.45 1.43 6
2010(c) 14.37 0.00(b) 1.70 1.70 (0.03) (0.46) — (0.49) 0.00 15.58 11.8 275 0.00(d)(e) 1.43(e) 14
Class A
2012 $13.89 $ 0.13 $ 2.21 $ 2.34 $(0.13) $(0.86) — $(0.99) $0.00 $15.24 17.0% $494,048 0.85% 1.42% 3%
2011 15.59 0.05 (0.05) 0.00(b) (0.05) (1.65) — (1.70) 0.00 13.89 0.1 480,414 0.29 1.43 6
2010 12.58 0.01 3.46 3.47 (0.00)(b) (0.46) — (0.46) 0.00 15.59 27.6 607,818 0.05 1.43 14
2009 9.00 0.04 3.69 3.73 (0.04) (0.11) — (0.15) 0.00 12.58 41.4 449,865 0.36 1.52 5
2008 16.78 0.04 (7.47) (7.43) (0.04) (0.03) $(0.28) (0.35) 0.00 9.00 (44.2) 366,568 0.28 1.41 4
Class B
2012 $12.27 $(0.02) $ 1.98 $ 1.96 — $(0.86) — $(0.86) $0.00 $13.37 16.1% $ 152 (0.17)% 2.17% 3%
2011 14.04 (0.08) (0.04) (0.12) — (1.65) — (1.65) 0.00 12.27 (0.7) 640 (0.56) 2.18 6
2010 11.45 (0.09) 3.14 3.05 — (0.46) — (0.46) 0.00 14.04 26.6 1,844 (0.72) 2.18 14
2009 8.24 (0.03) 3.35 3.32 — (0.11) — (0.11) 0.00 11.45 40.3 3,850 (0.38) 2.27 5
2008 15.46 (0.06) (6.85) (6.91) — (0.03) $(0.28) (0.31) 0.00 8.24 (44.6) 4,252 (0.48) 2.16 4
Class C
2012 $12.30 $ 0.02 $ 1.95 $ 1.97 $(0.04) $(0.86) — $(0.90) $0.00 $13.37 16.1% $ 8,914 0.12% 2.17% 3%
2011 14.07 (0.06) (0.06) (0.12) — (1.65) — (1.65) 0.00 12.30 (0.7) 7,789 (0.43) 2.18 6
2010 11.47 (0.09) 3.15 3.06 — (0.46) — (0.46) 0.00 14.07 26.7 7,378 (0.70) 2.18 14
2009 8.25 (0.04) 3.37 3.33 — (0.11) — (0.11) 0.00 11.47 40.4 6,314 (0.39) 2.27 5
2008 15.48 (0.06) (6.86) (6.92) — (0.03) $(0.28) (0.31) 0.00 8.25 (44.6) 5,686 (0.47) 2.16 4
Class I
2012 $13.88 $ 0.19 $ 2.18 $ 2.37 $(0.17) $(0.86) — $(1.03) $0.00 $15.22 17.2% $ 20,926 1.25% 1.17% 3%
2011 15.58 0.09 (0.05) 0.04 (0.09) (1.65) — (1.74) 0.00 13.88 0.4 8,543 0.57 1.18 6
2010 12.56 0.04 3.48 3.52 (0.04) (0.46) — (0.50) 0.00 15.58 28.0 8,035 0.31 1.18 14
2009 8.99 0.06 3.69 3.75 (0.07) (0.11) — (0.18) 0.00 12.56 41.6 4,647 0.59 1.27 5
2008(f) 15.87 0.08 (6.57) (6.49) (0.08) (0.03) $(0.28) (0.39) 0.00 8.99 (40.8) 3,528 0.66(e) 1.16(e) 4
Net
Investment
Income
(Loss)
Operating
Expenses
Portfolio
Turnover
Rate
† Total return represents aggregate total return of a hypothetical $1,000 investment at the beginning of the period and sold at the end of the period including reinvestment of distributions
and does not reflect applicable sales charges. Total return for a period of less than one year is not annualized.
(a) Per share amounts have been calculated using the average shares outstanding method.
(b) Amount represents less than $0.005 per share.
(c) From the commencement of offering Class AAA Shares on April 30, 2010 through December 31, 2010.
(d) Amount represents less than 0.005%.
(e) Annualized.
(f) From the commencement of offering Class I Shares on January 11, 2008 through December 31, 2008.
See accompanying notes to financial statements.
11

The Gabelli Value Fund Inc.
Notes to Financial Statements
1. Organization. The Gabelli Value Fund Inc. was incorporated on July 20, 1989 in Maryland. The Fund is a
non-diversified open-end management investment company registered under the Investment Company Act of
1940, as amended (the “1940 Act”). The Fund’s primary objective is long-term capital appreciation. The Fund
commenced investment operations on September 29, 1989.
2. Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with U.S.
Generally Accepted Accounting Principles (“GAAP”), which may require the use of management estimates and
assumptions. Actual results could differ from those estimates. The following is a summary of significant accounting
policies followed by the Fund in the preparation of its financial statements.
Security Valuation. Portfolio securities listed or traded on a nationally recognized securities exchange or traded
in the U.S. over-the-counter market for which market quotations are readily available are valued at the last
quoted sale price or a market’s official closing price as of the close of business on the day the securities are
being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked
prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price
on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently
available price or, if the Board of Directors (the “Board”) so determines, by such other method as the Board
shall determine in good faith to reflect its fair market value. Portfolio securities traded on more than one national
securities exchange or market are valued according to the broadest and most representative market, as determined
by Gabelli Funds, LLC (the “Adviser”).
Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values
of such securities on the relevant market, but may be fair valued pursuant to procedures established by the
Board if market conditions change significantly after the close of the foreign market, but prior to the close of
business on the day the securities are being valued. Debt instruments with remaining maturities of sixty days
or less that are not credit impaired are valued at amortized cost, unless the Board determines such amount
does not reflect the securities’ fair value, in which case these securities will be fair valued as determined by
the Board. Debt instruments having a maturity greater than sixty days for which market quotations are readily
available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted
on such day, the security is valued using the closing bid price. U.S. government obligations with maturities
greater than sixty days are normally valued using a model that incorporates market observable data such as
reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities
are valued principally using dealer quotations.
Securities and assets for which market quotations are not readily available are fair valued as determined by
the Board. Fair valuation methodologies and procedures may include, but are not limited to: analysis and review
of available financial and non-financial information about the company; comparisons with the valuation and
changes in valuation of similar securities, including a comparison of foreign securities with the equivalent U.S.
dollar value ADR securities at the close of the U.S. exchange; and evaluation of any other information that
could be indicative of the value of the security.
12

The Gabelli Value Fund Inc.
Notes to Financial Statements (Continued)
The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized
into three levels as described in the hierarchy below:
• Level 1 — quoted prices in active markets for identical securities;
• Level 2 — other significant observable inputs (including quoted prices for similar securities, interest
rates, prepayment speeds, credit risk, etc.); and
• Level 3 — significant unobservable inputs (including the Fund’s determinations as to the fair value
of investments).
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both
individually and in the aggregate that is significant to the fair value measurement. The inputs or methodology
used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The summary of the Fund’s investments in securities by inputs used to value the Fund’s investments as of
December 31, 2012 is as follows:
Valuation Inputs
Level 1
Quoted Prices
Level 2 Other Significant
Observable Inputs
Level 3 Significant
Unobservable Inputs
Total Market Value
at 12/31/12
INVESTMENTS IN SECURITIES:
ASSETS (Market Value):
Common Stocks:
Cable and Satellite $ 70,547,540 — $ 0 $ 70,547,540
Energy and Utilities 21,135,313 — 0 21,135,313
Equipment and Supplies 16,753,840 — 510 16,754,350
Other Industries (a) 415,247,376 — — 415,247,376
Total Common Stocks 523,684,069 — 510 523,684,579
U.S. Government Obligations — $108,992 — 108,992
TOTAL INVESTMENTS IN SECURITIES –
ASSETS $523,684,069 $108,992 $510 $523,793,571
(a)
Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.
The Fund did not have transfers between Level 1 and Level 2 during the year ended December 31, 2012.
The Fund’s policy is to recognize transfers among Levels as of the beginning of the reporting period.
Additional Information to Evaluate Qualitative Information.
General. The Fund uses recognized industry pricing services – approved by the Board and unaffiliated with
the Adviser – to value most of its securities, and uses broker quotes provided by market makers of securities
not valued by these and other recognized pricing sources. Several different pricing feeds are received to value
domestic equity securities, international equity securities, preferred equity securities, and fixed income securities.
The data within these feeds is ultimately sourced from major stock exchanges and trading systems where these
securities trade. The prices supplied by external sources are checked by obtaining quotations or actual transaction
prices from market participants. If a price obtained from the pricing source is deemed unreliable, prices will be
sought from another pricing service or from a broker/dealer that trades that security or similar securities.
Fair Valuation. Fair valued securities may be common and preferred equities, warrants, options, rights,
and fixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are
not available, such as securities not traded for several days, or for which current bids are not available, or
13

The Gabelli Value Fund Inc.
Notes to Financial Statements (Continued)
which are restricted as to transfer. Among the factors to be considered to fair value a security are recent prices
of comparable securities that are publicly traded, reliable prices of securities not publicly traded, the use of
valuation models, current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding
factors do not apply. The circumstances of Level 3 securities are frequently monitored to determine if fair valuation
measures continue to apply.
The Adviser reports quarterly to the Board the results of the application of fair valuation policies and procedures.
These include back testing the prices realized in subsequent trades of these fair valued securities to fair values
previously recognized.
Derivative Financial Instruments. The Fund may engage in various portfolio investment strategies by investing
in a number of derivative financial instruments for the purposes of hedging against changes in the value of its
portfolio securities and in the value of securities it intends to purchase. Investing in certain derivative financial
instruments, including participation in the options, futures, or swap markets, entails certain execution, liquidity,
hedging, tax, and securities, interest, credit, or currency market risks. Losses may arise if the Adviser’s prediction
of movements in the direction of the securities, foreign currency, and interest rate markets is inaccurate. Losses
may also arise if the counterparty does not perform its duties under a contract, or that, in the event of default,
the Fund may be delayed in or prevented from obtaining payments or other contractual remedies owed to it
under derivative contracts. The creditworthiness of the counterparties is closely monitored in order to minimize
these risks. Participation in derivative transactions involves investment risks, transaction costs, and potential
losses to which the Fund would not be subject absent the use of these strategies. The consequences of these
risks, transaction costs, and losses may have a negative impact on the Fund’s ability to pay distributions.
The Fund’s derivative contracts held at December 31, 2012, if any, are not accounted for as hedging instruments
under GAAP and are disclosed in the Schedule of Investments together with the related counterparty.
Foreign Currency Translations. The books and records of the Fund are maintained in U.S. dollars. Foreign
currencies, investments, and other assets and liabilities are translated into U.S. dollars at current exchange
rates. Purchases and sales of investment securities, income, and expenses are translated at the exchange
rate prevailing on the respective dates of such transactions. Unrealized gains and losses that result from changes
in foreign exchange rates and/or changes in market prices of securities have been included in unrealized
appreciation/depreciation on investments and foreign currency translations. Net realized foreign currency gains
and losses resulting from changes in exchange rates include foreign currency gains and losses between trade
date and settlement date on investment securities transactions, foreign currency transactions, and the difference
between the amounts of interest and dividends recorded on the books of the Fund and the amounts actually
received. The portion of foreign currency gains and losses related to fluctuation in exchange rates between
the initial purchase trade date and subsequent sale trade date is included in realized gain/(loss) on investments.
Foreign Securities. The Fund may directly purchase securities of foreign issuers. Investing in securities of
foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The
risks include possible revaluation of currencies, the inability to repatriate funds, less complete financial information
about companies, and possible future adverse political and economic developments. Moreover, securities of
14

The Gabelli Value Fund Inc.
Notes to Financial Statements (Continued)
many foreign issuers and their markets may be less liquid and their prices more volatile than securities of
comparable U.S. issuers.
Foreign Taxes. The Fund may be subject to foreign taxes on income, gains on investments, or currency repatriation,
a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based
upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.
Restricted Securities. The Fund may invest up to 10% of its net assets in securities for which the markets
are restricted. Restricted securities include securities whose disposition is subject to substantial legal or contractual
restrictions. The sale of restricted securities often requires more time and results in higher brokerage charges
or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national
securities exchanges or in the over-the-counter markets. Restricted securities may sell at a price lower than
similar securities that are not subject to restrictions on resale. Securities freely saleable among qualified institutional
investors under special rules adopted by the SEC may be treated as liquid if they satisfy liquidity standards
established by the Board. The continued liquidity of such securities is not as well assured as that of publicly
traded securities, and accordingly the Board will monitor their liquidity. The Fund held no restricted securities
at December 31, 2012.
Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date
with realized gain or loss on investments determined by using the identified cost method. Interest income (including
amortization of premium and accretion of discount) is recorded on the accrual basis. Premiums and discounts
on debt securities are amortized using the effective yield to maturity method. Dividend income is recorded on
the ex-dividend date, except for certain dividends from foreign securities that are recorded as soon after the
ex-dividend date as the Fund becomes aware of such dividends.
Determination of Net Asset Value and Calculation of Expenses. Certain administrative expenses are common
to, and allocated among, various affiliated funds. Such allocations are made on the basis of each fund’s average
net assets or other criteria directly affecting the expenses as determined by the Adviser pursuant to procedures
established by the Board.
In calculating the NAV per share of each class, investment income, realized and unrealized gains and losses,
redemption fees, and expenses other than class specific expenses are allocated daily to each class of shares
based upon the proportion of net assets of each class at the beginning of each day. Distribution expenses are
borne solely by the class incurring the expense.
Custodian Fee Credits and Interest Expense. When cash balances are maintained in the custody account,
the Fund receives credits which are used to offset custodian fees. The gross expenses paid under the custody
arrangement are included in custodian fees in the Statement of Operations with the corresponding expense
offset, if any, shown as “Custodian fee credits.” When cash balances are overdrawn, the Fund is charged an
overdraft fee equal to 2.00% above the federal funds rate on outstanding balances. This amount, if any, would
be included in the Statement of Operations.
Distributions to Shareholders. Distributions to shareholders are recorded on the ex-dividend date. Distributions
to shareholders are based on income and capital gains as determined in accordance with federal income tax
regulations, which may differ from income and capital gains as determined under GAAP. These differences
are primarily due to differing treatments of income and gains on various investment securities and foreign
15

The Gabelli Value Fund Inc.
Notes to Financial Statements (Continued)
currency transactions held by the Fund, timing differences, and differing characterizations of distributions made
by the Fund. Distributions from net investment income for federal income tax purposes include net realized
gains on foreign currency transactions. These book/tax differences are either temporary or permanent in nature.
To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in
the period when the differences arise. Permanent differences are primarily due to the tax treatment of currency
gains and losses and recharacterization of distributions. These reclassifications have no impact on the NAV
of the Fund. For the year ended December 31, 2012, reclassifications were made to decrease undistributed
net investment income by $19,807 and decrease accumulated net realized loss on investments and foreign
currency transactions by $19,807.
The tax character of distributions paid during the years ended December 31, 2012 and December 31, 2011
was as follows:
Year Ended
December 31, 2012
Year Ended
December 31, 2011
Distributions paid from:
Ordinary income (inclusive of short-term capital
gains)..................................... $ 4,344,013 $ 4,945,856
Net long-term capital gains .................... 28,220,599 50,305,401
Total distributions paid ........................ $32,564,612 $55,251,257
Provision for Income Taxes. The Fund intends to continue to qualify as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). It is the policy of the
Fund to comply with the requirements of the Code applicable to regulated investment companies and to distribute
substantially all of its net investment company taxable income and net capital gains. Therefore, no provision
for federal income taxes is required.
As of December 31, 2012, the components of accumulated earnings/losses on a tax basis were as follows:
Undistributed ordinary income ................................................ $ 2,399
Undistributed long-term capital gains .......................................... 323,877
Net unrealized appreciation on investments and foreign currency translations ...... 244,443,452
Total ...................................................................... $244,769,728
At December 31, 2012, the differences between book basis and tax basis unrealized appreciation were primarily
due to deferral of losses from wash sales for tax purposes and basis adjustments on investments in
partnerships.
The following summarizes the tax cost of investments and the related net unrealized appreciation at
December 31, 2012:
Cost
Gross
Unrealized
Appreciation
Gross
Unrealized
Depreciation
Net Unrealized
Appreciation
Investments........ $279,350,821 $259,990,227 $(15,547,477) $244,442,750
The Fund is required to evaluate tax positions taken or expected to be taken in the course of preparing the
Fund’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the
applicable tax authority. Income tax and related interest and penalties would be recognized by the Fund as
tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not
16

The Gabelli Value Fund Inc.
Notes to Financial Statements (Continued)
threshold. For the year ended December 31, 2012, the Fund did not incur any income tax, interest, or penalties.
As of December 31, 2012, the Adviser has reviewed all open tax years and concluded that there was no impact
to the Fund’s net assets or results of operations. Tax years ended December 31, 2009 through December 31, 2012
remain subject to examination by the Internal Revenue Service and state taxing authorities. On an ongoing
basis, the Adviser will monitor the Fund’s tax positions to determine if adjustments to this conclusion are
necessary.
3. Investment Advisory Agreement and Other Transactions. The Fund has entered into an investment
advisory agreement (the “Advisory Agreement”) with the Adviser which provides that the Fund will pay the
Adviser a fee, computed daily and paid monthly, at the annual rate of 1.00% of the value of its average daily
net assets. In accordance with the Advisory Agreement, the Adviser provides a continuous investment program
for the Fund’s portfolio, oversees the administration of all aspects of the Fund’s business and affairs, and pays
the compensation of all Officers and Directors of the Fund who are affiliated persons of the Adviser.
There was a reduction in the advisory fee paid to the Adviser relating to certain portfolio holdings, i.e., unsupervised
assets, of the Fund with respect to which the Adviser transferred dispositive and voting control to the Fund’s
Proxy Voting Committee. During the year ended December 31, 2012, the Fund’s Proxy Voting Committee
exercised control and discretion over all rights to vote or consent with respect to such securities, and the Adviser
reduced its fee with respect to such securities by $23,876.
The Fund pays each Director who is not considered an affiliated person an annual retainer of $9,000 plus
$2,000 for each Board meeting attended, and they are reimbursed for any out of pocket expenses incurred in
attending meetings. All Board committee members receive $500 per meeting attended. The Chairman of the
Audit Committee and the Lead Director each receive an annual fee of $2,000 per year. The Chairman of the
Nominating Committee and Proxy Voting Committee each receive an annual fee of $2,500. A Director may
receive a single meeting fee, allocated among the participating funds, for attending certain meetings held on
behalf of multiple funds. Directors who are directors or employees of the Adviser or an affiliated company
receive no compensation or expense reimbursement from the Fund.
4. Distribution Plan. The Fund’s Board has adopted a distribution plan (the “Plan”) for each class of shares,
except for Class I Shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Class AAA, Class A, Class B,
and Class C Share Plans, payments are authorized to G.distributors, LLC (the “Distributor”), an affiliate of the
Fund, at annual rates of 0.25%, 0.25%, 1.00%, and 1.00%, respectively, of the average daily net assets of
those classes, the annual limitations under each Plan. Such payments are accrued daily and paid monthly.
5. Portfolio Securities. Purchases and sales of securities during the year ended December 31, 2012, other
than short-term securities and U.S. Government obligations, aggregated $13,763,001 and $61,564,547,
respectively.
6. Transactions with Affiliates. During the year ended December 31, 2012, the Fund paid brokerage commissions
on security trades of $38,127 to Gabelli & Company, Inc., an affiliate of the Fund. Additionally, the Distributor
retained a total of $16,690 from investors representing commissions (sales charges and underwriting fees) on
sales and redemptions of Fund shares.
17

The Gabelli Value Fund Inc.
Notes to Financial Statements (Continued)
The cost of calculating the Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement.
During the year ended December 31, 2012, the Fund paid or accrued $45,000 to the Adviser in connection
with the cost of computing the Fund’s NAV.
7. Capital Stock. The Fund offers five classes of shares – Class AAA Shares, Class A Shares, Class B Shares,
Class C Shares, and Class I Shares. Class AAA Shares are offered without a sales charge only to investors
who acquire them directly from the Distributor, through selected broker/dealers, or the transfer agent. Class I
Shares are offered without a sales charge, solely to certain institutions, directly through the Distributor, or brokers
that have entered into selling agreements specifically with respect to Class I Shares. Class A Shares are subject
to a maximum front-end sales charge of 5.75%. Class B Shares are subject to a contingent deferred sales
charge (“CDSC”) upon redemption within six years of purchase and automatically convert to Class A Shares
approximately eight years after the original purchase. The applicable Class B CDSC is equal to a percentage
declining from 5% of the lesser of the NAV per share at the date of the original purchase or at the date of
redemption, based on the length of time held. Class B Shares are available only through exchange of Class B
Shares of other funds distributed by the Distributor. Class C Shares are subject to a 1.00% CDSC for one year
after purchase.
The Fund imposes a redemption fee of 2.00% on all classes of shares that are redeemed or exchanged on
or before the seventh day after the date of a purchase. The redemption fee is deducted from the proceeds
otherwise payable to the redeeming shareholders and is retained by the Fund as an increase in paid-in capital.
The redemption fees retained by the Fund during the years ended December 31, 2012 and December 31, 2011
amounted to $1,511 and $55,515, respectively.
18

The Gabelli Value Fund Inc.
Notes to Financial Statements (Continued)
Transactions in shares of capital stock were as follows:
Year Ended
December 31, 2012
Year Ended
December 31, 2011
Shares Amount Shares Amount
Class AAA
Sharessold................................................ 35,116 $ 526,378 97,971 $ 1,561,106
Shares issued upon reinvestment of distributions ............... 4,720 71,179 5,251 72,049
Shares redeemed .......................................... (7,173) (107,776) (75,143) (1,168,560)
Netincrease............................................. 32,663 $ 489,781 28,079 $ 464,595
Class A
Sharessold................................................ 1,764,709 $26,711,110 1,884,560 $ 30,149,325
Shares issued upon reinvestment of distributions ............... 1,896,070 28,649,609 3,591,880 49,352,430
Shares redeemed .......................................... (5,822,119) (87,920,056) (9,865,497) (153,679,294)
Netdecrease ............................................ (2,161,340) $(32,559,337) (4,389,057) $ (74,177,539)
Class B
Sharessold................................................ 2,675 $ 37,727 161 $ 1,950
Shares issued upon reinvestment of distributions ............... 673 8,921 5,903 71,669
Shares redeemed .......................................... (44,078) (578,222) (85,285) (1,231,550)
Netdecrease ............................................ (40,730) $ (531,574) (79,221) $ (1,157,931)
Class C
Sharessold................................................ 114,405 $ 1,530,380 139,653 $ 2,003,019
Shares issued upon reinvestment of distributions ............... 34,866 462,331 58,471 711,590
Shares redeemed .......................................... (115,625) (1,547,798) (89,563) (1,283,559)
Netincrease............................................. 33,646 $ 444,913 108,561 $ 1,431,050
Class I
Sharessold................................................ 990,796 $14,936,898 282,617 $ 4,570,830
Shares issued upon reinvestment of distributions ............... 79,120 1,194,715 27,499 377,290
Sharesredeemed .......................................... (311,123) (4,705,997) (210,200) (3,307,115)
Netincrease............................................. 758,793 $11,425,616 99,916 $ 1,641,005
8. Indemnifications. The Fund enters into contracts that contain a variety of indemnifications. The Fund’s
maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or
losses pursuant to these contracts. Management has reviewed the Fund’s existing contracts and expects the
risk of loss to be remote.
9. Other Matters. On April 24, 2008, the Adviser entered into a settlement with the SEC to resolve an inquiry
regarding prior frequent trading in shares of the GAMCO Global Growth Fund (the “Global Growth Fund”) by
one investor who was banned from the Global Growth Fund in August 2002. Under the terms of the settlement,
the Adviser, without admitting or denying the SEC’s findings and allegations, paid $16 million (which included
a $5 million civil monetary penalty). On the same day, the SEC filed a civil action in the U.S. District Court for
the Southern District of New York against the Executive Vice President and Chief Operating Officer of the
Adviser, alleging violations of certain federal securities laws arising from the same matter. The officer, who
also is an officer of the Global Growth Fund and other funds in the Gabelli/GAMCO complex, including this
Fund, denies the allegations and is continuing in his positions with the Adviser and the funds. The settlement
by the Adviser did not have, and the resolution of the action against the officer is not expected to have, a
material adverse impact on the Adviser or its ability to fulfill its obligations under the Advisory Agreement.
19

The Gabelli Value Fund Inc.
Notes to Financial Statements (Continued)
10. Subsequent Events. Management has evaluated the impact on the Fund of all subsequent events occurring
through the date the financial statements were issued and has determined that there were no subsequent
events requiring recognition or disclosure in the financial statements.
20

The Gabelli Value Fund Inc.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
The Gabelli Value Fund Inc.:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments,
and the related statements of operations and of changes in net assets and the financial highlights present
fairly, in all material respects, the financial position of The Gabelli Value Fund Inc. (hereafter referred to as the
“Fund”) at December 31, 2012, the results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended and the financial highlights for each of the periods
presented, in conformity with accounting principles generally accepted in the United States of America. These
financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility
of the Fund’s management. Our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these financial statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our audits, which included confirmation
of securities at December 31, 2012 by correspondence with the custodian and brokers, provide a reasonable
basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
February 28, 2013
21

The Gabelli Value Fund Inc.
Additional Fund Information (Unaudited)
The business and affairs of the Fund are managed under the direction of the Fund’s Board of Directors. Information pertaining to the
Directors and officers of the Fund is set forth below. The Fund’s Statement of Additional Information includes additional information about
the Fund’s Directors and is available without charge, upon request, by calling 800-GABELLI (800-422-3554) or by writing to The Gabelli
Value Fund Inc. at One Corporate Center, Rye, NY 10580-1422.
Name, Position(s)
Address 1
and Age
INTERESTED DIRECTORS 3 :
Mario J. Gabelli, CFA
Director and
Chief Investment Officer
Age: 70
INDEPENDENT DIRECTORS 5 :
Anthony J. Colavita
Director
Age: 77
Robert J. Morrissey
Director
Age: 73
Anthony R. Pustorino
Director
Age: 87
Werner J. Roeder, MD
Director
Age: 72
Term of Office
and Length of
Time Served 2
Number of Funds
in Fund Complex
Overseen by Director
Principal Occupation(s)
During Past Five Years
Since 1989 27 Chairman, Chief Executive Officer, and Chief
Investment Officer–Value Portfolios of GAMCO
Investors, Inc. and Chief Investment Officer–
Value Portfolios of Gabelli Funds, LLC, and
GAMCO Asset Management Inc.; Director/
Trustee or Chief Investment Officer of other
registered investment companies in the
Gabelli/GAMCO Funds Complex; Chief
Executive Officer of GGCP, Inc.
Since 1989 35 President of the law firm of Anthony J.
Colavita, P.C.
Since 1989 6 Partner in the law firm of Morrissey,
Hawkins & Lynch
Since 1989 13 Certified Public Accountant; Professor
Emeritus, Pace University
Since 2001 22 Medical Director of Lawrence Hospital and
practicing private physician
Other Directorships
Held by Director 4
Director of Morgan Group
Holdings, Inc. (holding company);
Chairman of the Board and Chief
Executive Officer of LICT Corp.
(multimedia and communication
services company); Director of
CIBL, Inc. (broadcasting and
wireless communications);
Director of RLJ Acquisition Inc.
(blank check company) (2011-
2012)
—
—
Director of The LGL Group, Inc.
(diversified manufacturing)
(2002-2010)
—
22

The Gabelli Value Fund Inc.
Additional Fund Information (Continued) (Unaudited)
Name, Position(s)
Address 1
and Age
OFFICERS:
Bruce N. Alpert
President, Secretary, and
Acting Chief Compliance
Officer
Age: 61
Agnes Mullady
Treasurer
Age: 54
Term of Office
and Length of
Time Served 2
Since 2003
Since November
2011
Since 2006
Principal Occupation(s)
During Past Five Years
Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC since 1988;
Officer of all of the registered investment companies in the Gabelli/GAMCO Funds
Complex; Director of Teton Advisors, Inc. 1998-2012; Chairman of Teton Advisors, Inc.
2008-2010; President of Teton Advisors, Inc. 1998-2008; Senior Vice President of GAMCO
Investors, Inc. since 2008
President and Chief Operating Officer of the Open-End Fund Division of Gabelli Funds, LLC
since September 2010; Senior Vice President of GAMCO Investors, Inc. since 2009; Vice
President of Gabelli Funds, LLC since 2007; Officer of all of the registered investment
companies in the Gabelli/GAMCO Funds Complex
1 Address: One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.
2 Each Director will hold office for an indefinite term until the earliest of (i) the next meeting of shareholders, if any, called for the purpose
of considering the election or re-election of such Director and until the election and qualification of his or her successor, if any, elected
at such meeting, or (ii) the date a Director resigns or retires, or a Director is removed by the Board of Directors or shareholders, in
accordance with the Fund’s By-Laws and Articles of Incorporation. Each officer will hold office for an indefinite term until the date he
or she resigns or retires or until his or her successor is elected and qualified.
3 “Interested person” of the Fund as defined in the 1940 Act. Mr. Gabelli is considered an “interested person” because of his affiliation
with Gabelli Funds, LLC which acts as the Fund’s investment adviser.
4 This column includes only directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as
amended, i.e., public companies, or other investment companies registered under the 1940 Act.
5 Directors who are not interested persons are considered “Independent” Directors.
2012 TAX NOTICE TO SHAREHOLDERS (Unaudited)
For the year ended December 31, 2012, the Fund paid to shareholders ordinary income distributions (comprised of net
investment income and short-term capital gains) totaling $0.142, $0.133, $0.039, and $0.173 per share for Class AAA,
Class A, Class C, and Class I, respectively, and long-term capital gains totaling $28,220,599, or the maximum allowable.
The distribution of long-term capital gains has been designated as a capital gain dividend by the Fund’s Board of Directors.
For the year ended December 31, 2012, 100% of the ordinary income distribution qualifies for the dividends received
deduction available to corporations. The Fund designates 100% of the ordinary income distribution as qualified dividend
income pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Fund designates 0.04% of the
ordinary income distribution as qualified interest income pursuant to the Tax Relief, Unemployment Reauthorization,
and Job Creation Act of 2010.
U.S. Government Income
The percentage of the ordinary income distribution paid by the Fund during 2012 which was derived from U.S. Treasury
securities was 0.04%. Such income is exempt from state and local tax in all states. However, many states, including
New York and California, allow a tax exemption for a portion of the income earned only if a mutual fund has invested
at least 50% of its assets at the end of each quarter of the Fund’s fiscal year in U.S. Government securities. The Fund
did not meet this strict requirement in 2012. The percentage of U.S. Government securities held as of December 31, 2012
was 0.02%. Due to the diversity in state and local tax law, it is recommended that you consult your personal tax adviser
as to the applicability of the information provided to your specific situation.
All designations are based on financial information available as of the date of this annual report and, accordingly, are
subject to change. For each item, it is the intention of the Fund to designate the maximum amount permitted under the
Internal Revenue Code and the regulations thereunder.
23

THE GABELLI VALUE FUND INC.
One Corporate Center
Rye, New York 10580-1422
t 800-GABELLI (800-422-3554)
f 914-921-5118
e info@gabelli.com
GABELLI.COM
Net Asset Value per share available daily
by calling 800-GABELLI after 7:00 P.M.
BOARD OF DIRECTORS
Mario J. Gabelli, CFA
Chairman and
Chief Executive Officer,
GAMCO Investors, Inc.
Anthony J. Colavita
President,
Anthony J. Colavita, P.C.
Robert J. Morrissey
Partner,
Morrissey, Hawkins & Lynch
Anthony R. Pustorino
Certified Public Accountant,
Professor Emeritus,
Pace University
Werner J. Roeder, MD
Medical Director,
Lawrence Hospital
OFFICERS
Bruce N. Alpert
President, Secretary, and
Acting Chief
Compliance Officer
Agnes Mullady
Treasurer
DISTRIBUTOR
G.distributors, LLC
CUSTODIAN
The Bank of New York
Mellon
TRANSFER AGENT AND
DIVIDEND DISBURSING
AGENT
State Street Bank and Trust
Company
LEGAL COUNSEL
Paul Hastings LLP
THE
GABELLI
VALUE
FUND INC.
Annual Report
December 31, 2012
This report is submitted for the general information of the
shareholders of The Gabelli Value Fund Inc. It is not authorized
for distribution to prospective investors unless preceded or
accompanied by an effective prospectus.
GAB409Q412AR